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Median Technologies Annual Report 2022

Apr 20, 2023

1514_10-k_2023-04-20_b17f58d7-d632-4e55-9800-1887e2f3644f.pdf

Annual Report

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Annual Financial Report December 31, 2022

Median Technologies SA

This is a free translation into English of the Financial Report issued in French and it is provided solely for the convenience of English-speaking users.

A. Overview - 3 -
B. Company history by date - 7 -
C. Members of the Board of Directors - 8 -
D. Fund-raising history since the IPO - 9 -
E. Shareholding structure as of December 31, 2022 - 10 -

A. OVERVIEW

Median Technologies is a French joint stock company (Société Anonyme) with a Board of Directors, founded in 2002 and domiciled in France. Our Company is located in the Sophia Antipolis Technopole in the Alpes Maritimes region of France, where our head office is based. This site brings together most of our teams, including all Research and Development (R&D) staff for our two activities, iCRO and iBiopsy®. Our Company also has several operational and commercial subsidiaries:

  • Median Technologies Inc. in the United States and,
  • Median Medical Technology (Shanghai) Co, Ltd. in China.

The Company has been listed on the Euronext GROWTH market in Paris since 2011. (Mnemonic code: ALMDT - ISIN: FR0011049824). Median has been labeled "Innovative Enterprise" by BPI Financement.

Transforming images into meaningful, actionable insights to provide better patient care

Median Technologies is helping conquer cancer and fibrotic diseases by extracting powerful clinical insights from patients' medical images.

We are an innovative health technology company with medical imaging expertise.

We deploy proprietary Artificial Intelligence (AI), computer vision, and signal processing technologies to develop software as medical devicesthat revolutionize medical imaging analysis in routine radiology on the one hand while optimizing the use of images in clinical trials and drug development plans for pharma players on the other.

By harnessing our technologies, we transform images into meaningful, actionable insights to help better diagnose, treat, and monitor patients.

We specialize in image processing for oncology, a therapeutic area where imaging plays a vital role, since it is deployed throughout the patient care cycle and in all solid tumor cancers.

We have acquired additional expertise in fibrotic disease imaging, specifically for non-alcoholic steato hepatitis (NASH).

Our activities are positioned in two segments, namely drug development and patient care. For both segments, we add value to three aspects of business:

1- More value for clinical trials: by deploying our proprietary medical image analysis and management technologies, we extract efficacy data for oncology drug candidates and streamline image management in clinical trials through an end-to-end quality process;

2- More AI-driven actionable data for new oncology drugs: we partner with pharmaceutical companies to identify early-stage patients for inclusion in clinical trials, discover predictive imaging biomarkers and develop companion tests, all through AI technologies;

3- Earlier and more accurate AI-driven diagnosis: we develop non-invasive early-stage diagnosis solutions for routine clinical use, particularly for screening programs.

To date, we are present in the US, currently the world's largest healthcare and drug development market, as well Europe, and China, a rapidly expanding region for the clinical development and healthcare markets.

Two divisions for two aspects of healthcare innovation: therapeutic innovation and medical device innovation

Our Company is structured into two divisions: iBiopsy® which seeks to market software as medical devices for earlier and more accurate diagnosis of patients through imaging and iCRO which maximizes transformative imaging in new oncology drug development plans and clinical trials in the pharmaceutical industry.

Leveraging iBiopsy®, we intend to shift the imaging diagnostic paradigm for cancers and fibrotic diseases. Propelled by AI and Machine Learning technologies, we are developing software as medical devices to help healthcare professionals

diagnose patients earlier and more accurately using medical images. At present, iBiopsy® is targeting three life-threatening diseases that have a huge impact in terms of public health: lung cancer, primary liver cancer, and non-alcoholic steato hepatitis (NASH).

Lung cancer is the main cause of death by cancer worldwide, leading to 1.8 million deaths in 2020. By 2030, lung cancer is predicted to cause 2.4 million deaths the world over. The fiveyear survival rate stands at 18% and early detection is vital given the poor prognosis rate of this cancer Source: Global Cancer Observatory https://gco.iarc.fr/

Hepatocellular Carcinoma (HCC) accounts for 90% of primary liver cancers. It is the third-largest cause of death by cancer on a global scale. Deaths by primary liver cancer are rising across the world and could reach 1.1 million in 2030. The five-year survival rate for liver cancer is 10% - Source: https://www.the-nasheducation-program.com/whatis-nash/

Non-alcoholic steato hepatitis (NASH) is the manifestation in the liver of a metabolic disorder leading to chronic inflammation of the liver and fibrosis. A patient developing NASH is considered as having a high risk of developing liver cancer. The World Health Organization (WHO) currently views NASH as a pandemic affecting between 1.5% and 6.5% of the global population. If NASH is detected in the early stages, it can be reversed.

To date, our most advanced development program is the iBiopsy® Lung Cancer Screening (LCS) CADe/CADx1 software as medical device (SaMD).

In 2022, Median Technologies reported outstanding sensitivity and specificity performances for algorithms in detecting and characterizing cancerous lung nodules. This innovation paves the way for early diagnosis of lung cancer, providing new opportunities to implement lung cancer screening programs. Ultimately, such developments bring a newfound sense of optimism for millions of patients considering the highly unfavorable prognosis of lung cancer, which in most cases, is diagnosed at an advanced stage. In the United States, where lung cancer screening is effective since 2013, the target population is 14.5 million people. In Europe, the lung cancer screening target population is 22 million people (e), assuming the same eligibility criteria as the United States.

Median's clinical development programs targeting liver cancer, non-alcoholic fatty liver disease (NAFLD)/non-alcoholic steato hepatitis (NASH) and incidental lung cancer diagnoses also continued in 2022.

iCRO providesservices for image management and analysis in oncology clinical trials. Our clients are pharma labs and biotech companies positioned in the oncology therapeutic area, which is currently the biggest in terms of both the number of clinical trials undertaken throughout the world, and R&D investments by the biopharma industry. iCRO is a commercial activity that generates all of the Company's revenue. The iCRO activity is structured around workflow services to manage medical images in clinical trials and the iSee® proprietary imaging platform which is used to analyze images.

Median Technologies provides imaging services for oncology trials the world over, through its French headquarters in Europe, its Boston subsidiary in the United States, and its Shanghai subsidiary which caters to the local Chinese market. The Company has already worked with 80+ players across the pharmaceutical industry, consisting of big pharma and biotech companies. We also partner with large contract research organizations (CRO), which use our imaging services and solutions to round out their traditional expertise in managing clinical trials. We provide imaging services for phase I to phase III oncology trials. At December 31, 2022, Median had contributed to 220 clinical trials, most of which being phase III studies (79), leading to new drug marketing approval.

Our imaging services offer is structured around our proprietary imaging platform iSee®, which provides an expert reading of images for our clients, by automating and standardizing detection of solid cancer tumors, selecting and measuring them and enabling monitoring over time of the patient's response to treatment, which is the key efficacy indicator for new drugs.

1 A radiological CADe device is "intended to identify, mark, highlight or otherwise direct attention to portions of an image that may reveal abnormalities during interpretation of images by the clinician." A CADx device is "intended to provide information beyond identifying abnormalities, such as an assessment of disease."

iSee® measures standard and advanced biomarkers by using various imaging criteria from RECIST 1.1 up to more specific criteria such as lesion volume, mRECIST or iRECIST. iSee® enables image analysis for follow-up on all solid tumor cancers.

Since May 2022, Median has bolstered its iCRO services offering with a suite that integrates AI into cancer drug development plans. The new offering – Imaging Lab – is designed to support the paradigm shift of pharmaceutical companies with a focus on new therapies targeting patients with early-stage cancers. The entity provides new answers in a number of priority areas that determine the success of clinical trials, unlocking AI to include patients with early-stage diseases in addition to discovering predictive biomarkers of response to drug candidates. The goal is to optimize clinical development plans for new molecules, which includes facilitating Go/No-Go decisions to boost the success rate of clinical trials. This rate is especially low in oncology, generating an average development cost of \$2.8 billion to bring a new molecule to market, compared with an average of \$1 billion per new molecule brought to market for other therapeutic areas2 .

Impactful clinical and technological partnerships

Since the Company's creation, we have built trusted partnerships with leading medical centers throughout the world and strategic collaborations with technological industries that are leaders in their fields worldwide.

Behind our technology, our teams

As individuals and as a team, we are guided by four corporate values that we consider essential: giving meaning to innovation in healthcare, making patients the focus of our purpose, helping our clients to reach their goals, and promoting quality as an overriding factor for both our expertise and soft skills. These values define who we are, what we do, the way that we do it, and what we aspire to be.

We strive to apply these values in our relations between co-workers within the Company, as well as in our relations with clients and partners. They are also central to implementing the products we work on.

We are changing the way medical images are used in clinical trials and in patient care, we extract the most advanced, imaging biomarkers noninvasively, so that they become the standard for developing new therapies, for the diagnosis of patient diseases and for patient care. In our day-today work, there is no greater satisfaction than making a difference that will assist in saving or improving the lives of millions of patients.

2 https://www.biopharmadive.com/news/new-drug-cost-research-development-market-jama-study/573381/

B. COMPANY HISTORY BY DATE

2002 - Creation of the Company in Sophia Antipolis, France.

2007 - The Company's developments during its first years are structured into a portfolio of clinical applications known as LMS or "Lesion Management Solutions". Applications targeting radiology routines are marketed in Europe, then in the US after receiving marketing authorizations from the United States Food and Drug Administration (FDA) (510K clearance).

2011 - Median launches a range of services specifically adapted to image management during oncology clinical trials (iCRO). These services are based on the technological core of LMS applications. The Company was listed on Euronext Growth (formerly Alternext) on May 20, 2011.

2016 - Median launches an R&D activity focused on the use of artificial intelligence (AI), Machine Learning (ML) technologies and data mining in the field of medical image analysis. The project is named iBiopsy®.

2018 - Median opens a Chinese subsidiary in Shanghai.

2019 - Median reorganizes its activities in two business units:

iCRO imaging services in clinical trials, based on its platform iSee®;

iBiopsy®, development of image-based noninvasive early diagnosis solutions for routine clinical use, powered AI, and ML technologies.

Median Technologies signs a €35m loan contract with the European Investment Bank (EIB) as part of the "Juncker Plan", the European Fund for Strategic Investments, aimed at supporting research and innovation projects developed by companies harboring high growth potential.

2020 - The first encouraging results validating the iBiopsy® platform are communicated. These concern clinical development plans for nonalcoholic steato hepatitis (NASH) and liver cancer. A research collaboration framework contract is signed with the Assistance Publique – Hôpitaux de Paris (AP-HP) enabling the launch of two studies into liver cancer.

The Company receives the first €15m tranche of the €35m loan granted by the EIB in 2019.

2021 - - Median Technologies undertakes a €28 million capital raise to step up development of iBiopsy® and provide the financial needs required for its growth. The Company launches a new clinical development plan for lung cancer screening. This clinical development plan becomes the main pillar of positioning for iBiopsy®.

2022 – Median's iCRO achieves revenue of €23.7m and kick-starts its new AI offering for clinical trials, Imaging Lab.

Median enters into discussions with the FDA in preparation of pivotal clinical studies scheduled for 2023 to obtain approval for its iBiopsy® LCS CADe/CADx software as medical device in the United States.

C. MEMBERS OF THE BOARD OF DIRECTORS

Our Board of Directors provides key expertise from the industrial, clinical, financial and strategic fields. It is chaired by Oran Muduroglu.

ORAN MUDUROGLU - Chairman

Oran Muduroglu is a well-known figure in healthcare technologies, having successfully developed solutions that improve quality and access to health information. Oran benefits from over 30 years' experience in the health industry and has held CEO and Board member positions at companies

such as Verily, Medicalis, Philips Medical Systems and Stentor. He graduated in engineering sciences from King's College London.

FREDRIK BRAG - Chief Executive Officer and Director

Fredrik Brag founded the company in 2002, bringing years of expertise in business development, fund-raising operations and Initial Public Offerings (IPOs) for technology companies.

Previously, he was Vice President

for HealthCenter/Focus Imaging, a position in which he gained significant experience in the field of specialized medical imaging and information and communications technologies. He graduated from the Stockholm School of Economics.

OERN STUGE - Director

Dr. Oern Stuge is President of Orsco Life Sciences AG. Oern has participated in company development projects resulting in 7 successful disposals and IPOs. Prior to founding Orsco, he worked for Medtronic, Inc. for 12 years as a member of the Group's Executive Committee, as well as

its Operations Committee. Dr. Stuge successfully conducted a repositioning of Medtronic's Cardiac Surgery business on a global scale. Under his leadership, Medtronic founded the Structural Cardiopathy division and launched and marketed the first percutaneous cardiac valve in the world. He graduated from the Oslo University of Medicine and holds a Master of Business Administration (MBA) from the IMD Business School in Lausanne, Switzerland.

KAPIL DHINGRA - Director

Dr. Kapil Dhingra is the head of KAPital Consulting, and also a member of the Board of Directors of several companies in the life sciences domain, namely Advanced Accelerator Applications, Exosome Diagnostics Inc., Autolus, and Five Prime, Inc. In the past, he has sat on the Boards

of Directors of companies such as Biovex, Micromet, Algeta, and YM Biosciences which were subsequently acquired by major pharmaceutical groups. Dr. Dhingra also worked for more than 25 years in oncology research and development, including nine years at Hoffman-La Roche where he held multiple positions, notably Vice President, Director of Strategy for Oncology and Director of Clinical Development in Oncology.

TIM HAINES - Director

Tim Haines is a Managing Partner at Abingworth. He has more than 30 years of experience in international management in both public and private companies within the life sciences industry. Tim is a Board member in numerous companies forming part of Abingworth's

portfolio. Tim holds a Bachelor of Science (BSc) from the University of Exeter and an MBA from INSEAD Business School.

D. FUND-RAISING HISTORY SINCE THE IPO

Date Historical record Number
of shares
Share
capital
(in €)
Fund
raising
(in €)
Share capital prior to listing 4,349,482 217,474
2011 Capital increase in cash (Following this capital increase, the Company's shares were admitted on the NYSE Alternext in Paris according
to the principles of a direct listing with a reference price of €8.05 per share);
Shares issued following the exercice of founder's share warrants;
Subscription of new shares in the company by Canon Inc. (15%);
The Company issued 1 B preference share.
1,468,336 73,417 12,012,675
2012 Two Mutual Funds for Innovation managed by OTC Asset Management subscribed new shares;
Shares issued following the exercice of founder's share warrants
84,500 4,225 821,200
2013 Six Mutual Funds for Innovation were signed totaling 132,132 new shares at €10.60 per share. 132,132 6,607 1,400,599
2014 Capital increase in cash and conversion of the two current accounts mentioned through the issue of 2,222,222 shares with attached
equity warrants priced at €9 per share, of which €0.05 is nominal value and €8.95 share premium;
E Preference shares issued following the exercice of founder's share warrants.
2,226,642 111,332 20,018,562
2015 Capital increase via private placement with shareholders' preferential subscription rights waived for a total of €19,800,000, or
1,650,000 shares for a subscription price of €12.00 each, including a share premium of €11.95. The completion of the capital increase
was recorded on July 15, 2015.
Shares issued following the exercice of founder's share warrants and BSA;
E Preference shares issued following the exercice of founder's share warrants.
1,754,325 87,716 20,667,944
2016 Capital increase in cash through the issue of 1,507,692 shares with attached equity warrants priced at €13 per share, of which €0.05
is nominal value and €12.95 share premium;
Shares issued following the exercice of founder's share warrants and BSA;
E Preference shares issued following the exercice of founder's share warrants.
1,635,363 81,768 20,629,364
2017 Shares issued following the exercice of free Shares, founder's share warrants, and BSA;
E Preference shares issued following the exercice of founder's share warrants.
324,123 16,206 1,313,964
2018 Shares issued following the exercice of free Shares. 152,522 7,626 -
2020 Shares issued following the exercice of Stock Options. 11,000 550 15,950
2021 Capital increase in cash through the issue of 2,446,285 shares with attached equity warrants priced at €11,5 per share, of which €0.05
is nominal value and €11,45 share premium, the 29th of March 2021;
Shares issued following the exercice of Stock-options, free Shares, founder's share warrants and BSA.
3,355,024 167,751 34,827,677
2022 Shares issued following the exercice of free Shares and Stock Options. 308,000 15,400 76,725
Share capital as of December 31, 2022 15,801,449 790,072

E. SHAREHOLDING STRUCTURE AS OF DECEMBER 31, 2022

Summary Table

Companies % Shares
Furui Medical Science Company Luxembourg 9.54% 1,507,692
Celestial successor fund LP 8.16% 1,288,958
Founders, Management, Employees 6.56% 1,037,173
Canon Inc. 6.09% 961,826
Abingworth bioventures VI LP 6.06% 956,819
Others 63.60% 10,048,981
Total as of December 31, 2022 100.00% 15,801,449

Chart

MANAGEMENT REPORT, CORPORATE GOVERNANCE REPORT AND REPORT ON OTHER RESOLUTIONS

CONTENTS

A. MANAGEMENT REPORT - 12 -
The Company's activities - 13 -
Outlook - 14 -
Presentation of the Financial Statements - 14 -
Research and development - 15 -
Allocation of net profit (loss) - 15 -
Other information - 15 -
B. CORPORATE GOVERNANCE REPORT - 26 -
Office of chief executive officer - 26 -
Information concerning directors - 26 -
Agreements between a subsidiary and one of the company's Directors or major shareholder - 27 -
Table of the authorizations pertaining to capital increases - 27 -
Transactions on securities owned by managers - 28 -
Restrictions on the exercise of options granted or the sale of free shares to executives - 30 -
APPENDIX 1: BALANCE OF TRADE PAYABLES - 31 -
APPENDIX 2: CAPITAL OWNERSHIP - 31 -
APPENDIX 3: TABLE OF THE COMPANY'S FINANCIAL RESULTS FOR THE LAST FIVE LAST FINANCIAL YEARS - 32 -
APPENDIX 4: TABLE OF THE AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES - 33 -
C. REPORT ON OTHER RESOLUTIONS - 34 -
Directors term of offices - 34 -
Setting of the Directors' remuneration - 34 -
Authorization for the Board of Directors to purchase shares of the Company under the provisions
of article L.22-10-62 of the French Commercial Code - 34 -

A. MANAGEMENT REPORT

The duration of the financial year ended December 31, 2022, was 12 months. All documents required by law have been communicated or made available to you in accordance with the conditions and in the time limits provided for by the legal, regulatory and statutory provisions. The rules of presentation and the accounting valuation methods comply with the regulations in force.

The financial statements of the Group as of December 31, 2022 have been prepared on a going concern basis, taking into account the data and assumptions set out below and the measures implemented by the Group's management. The Company is focused on the sale of services to pharmaceutical companies and on the invention and development of new medical devices. The Company's loss-making position in the years presented is not unusual in relation to the stage of development of its commercial activity and its innovative products. The Company has been able to finance its activities to date primarily through:

  • successive capital fundraisings ;
  • margins generated by the sale of services;
  • reimbursement of research tax credit claims by the French government;
  • the exercise of a tranche of financing under the financing agreement with the European Investment Bank.

As of the date of the Board of Directors' closing of the accounts as of December 31, 2022, the Board has estimated that the Company will be able to cover the financing needs of operations planned until December 2023 on the basis of the following elements:

  • the level of net consolidated cash and cash equivalents as of December 31, 2022 (including current bank facilities), which amounts to €21,5m;
  • the margins generated by the sale of services activity;
  • the repayment of research tax credit receivables by the French government;
  • the forecast cash consumption by the company's activities for the year 2023.

The Group has taken several concomitant steps to ensure the financing of its activities over the period under review and beyond:

  • Systematic prospecting and ongoing dialogue, accompanied by several investment banks, with new European and North American investors, with a view to carrying out a capital increase;
  • Advanced discussions with a historical shareholder of the Group with a view to subscribing to a loan in the form of convertible bonds in the amount of €10m, the terms and conditions of which are under negotiation at the date of publication of the 2022 Financial Report;
  • Possibility, under certain conditions, to exercise a second tranche of financing from the European Investment Bank for an amount of €10m.

Since its origin, the Group has demonstrated its ability to effectively implement its various financing options when necessary. However, in the absence of obtaining the necessary financing, the Group will consider solutions to reduce its costs by postponing some of its medical device development projects.

THE COMPANY'S ACTIVITIES

The iCRO business unit generated 100 % of the Company's turnover for financier year 2022.

2022 was once again a banner year for Median's iCRO business unit which provides imaging solutions and services for clinical oncology trials.

Globally, the order book as of December 31, 2022 was €60.8m, i.e. an increase of + 5 % compared to December 31, 2021 (€58m).

The iBiopsy® business unit did not generate any revenue during the financial year as it is in the investment phase (Software, Clinical and Scientific) for new products and services. In 2022, Median continued its Research and Development activities for its iBiopsy® platform and confirmed the relevance of its technology by publishing a new series of promising clinical results.

Given these performances, as of December 31, 2022, the Company's cash flow and cash equivalents amounted to €17.7m. The disbursement of the research tax credit for 2021, of an amount of €1.5m, occurred in September 2022.

The Company's turnover for the year amounted to €14,953k compared to €14,120k for the previous year, i.e. an increase of more than 5%.

During this financial year, the Company continued to market its solutions and services to pharmaceutical groups and biotechnology companies in the context of clinical trials in oncology.

  • The revenues from operations amounted to €16,853k compared to €14,487k for the previous year;
  • The operating costs for the year amounted to €35,586k compared to €27,564k for the previous year;
  • The operating income amounted to (€18,733k) compared to (€13,078k) for the previous year;
  • The financial income amounted to (€795k) compared to (€680k) for the previous year;
  • The exceptional items amounted to (€235k) compared to 210k€ for the previous year;
  • The net income for the year amounted to (€18,181k) compared to (€11,994k) for the previous year.

During the 2022 financial year, the Company comprised an average of 147 employees, composed of 69 women and 78 men on average.

The wages and salaries amounted to €11,170k compared to €9,344k for the previous year. Social contributions amounted to € 5,262k compared to €4,136k for the previous year.

The financial result is a loss of €795k which includes interests relating to the EIB financing for an amount of €994k. Other financial charges mainly include negative exchange differences.

The net income includes a research tax credit and an innovation tax credit for an amount of €1,583k. This amount is relative to the 2022 calendar year.

OUTLOOK

a) iCRO

During 2023, Median Technologies intends to continue to grow its iCRO business for the provision of image analysis and management services in oncology clinical trials, including becoming a preferred supplier to global pharmaceutical companies.

Median also intends to leverage its new Imaging Lab offering to sign major agreements with pharmaceutical companies. These partnerships will aim at introducing AI-based imaging into drug development plans. The challenge for pharmaceutical companies is to integrate new technological levers to optimize the time and cost of cancer drug development plans. The addition of AI in medical image processing can impact three major points that are currently stumbling blocks in the development of new drugs: the inclusion of asymptomatic patients with early-stage cancers in clinical trials, the development of imaging biomarkers to predict patient response to treatment, and the development of companion tests.

b) iBiopsy

2023 is a key year for the clinical development plan of the iBiopsy® LCS CADe/CADx medical device software. The pivotal studies are scheduled to begin in the first half of 2023, with a submission for FDA 510(k) clearance occurring at the end of 2023. Median intends to obtain marketing approval for its medical device in the first half of 2024, following FDA review. In parallel, Median will conduct the regulatory steps in 2023 to obtain the CE mark by the end of 2024. This marking will pave the way for the marketing of iBiopsy® LCS CADe/CADx in Europe. In 2023, Median will also pursue the development of its medical device software for the incidental discovery of pulmonary nodules (IPN), the diagnosis of hepatocellular carcinoma (HCC) and the diagnosis of fibrosis related to fatty liver disease (NAFLD/NASH).

PRESENTATION OF THE FINANCIAL STATEMENTS

a) Parent company financial statements

The annual accounts for the year closed on December 31, 2022 and submitted to your approval have been prepared in accordance with the presentation rules and the valuation methods provided by the regulations in force.

The presentation rules and the valuation methods selected are identical to those used for the previous year.

As of December 31, 2022, the Company's shareholders' equity became less than half of the share capital. Consequently, in accordance with article L.225-248 of the French Commercial Code, you will have to decide on the early winding up of the Company. If the winding up is not decided, the Company has a period of two fiscal years, in addition to the current fiscal year, to bring the amount of the shareholders' equity to the minimum of half the share capital.

b) Consolidated financial statements under IFRS

We remind you that, despite the fact there is no legal obligation to do so, pursuant to the terms and conditions of the Subscription Agreements entered into by the Company on August 19, 2014 and on July 2, 2015, the Company has also prepared the consolidated accounts according to IFRS accounting rules.

RESEARCH AND DEVELOPMENT

iSee® is our proprietary imaging platform, used as part of our imaging service offer. It provides expert reading of our clients' images, automating and standardizing the detection of solid cancerous tumors, their selection and their measurement and allows monitoring the patient's response to treatment over time, an indicator of the effectiveness of new molecules. iSee® extracts standard and advanced biomarkers using various imaging criteria, from RECIST 1.1 to more specific criteria such as lesion volume, mRECIST or iRECIST. iSee® makes it possible to analyze imagesfor the follow-up of all solid cancers tumors.

iBiopsy® is an R&D activity which aims to develop new software as medical device for the early noninvasive diagnosis of life-threatening diseases when they are not detected early enough. Our iBiopsy® platform under development, incorporates the most advanced technologies of Artificial Intelligence and Machine Learning and relies on the expertise of Median Technologies in the fields of science of data and medical image processing. iBiopsy® makes it possible to extract images from non-invasive digital biomarkers, and targets indications for which non-covered medical needs exist in terms of early diagnosis, prognosis and treatment selection in the context of predictive and precision medicine. iBiopsy® currently primarily targets three life-threatening pathologies with a major impact in terms of public health: lung cancer, primary liver cancer, non-alcoholic steato-hepatitis (NASH).

ALLOCATION OF NET PROFIT (LOSS)

We propose allocating the net loss for the financial year of €18,181k to the "carry forward" account which would thus represent a negative amount of €92,136k. In accordance with the provisions of Article 243 bis of the French Tax Code, please be reminded that no dividends were distributed over the previous three previous years.

OTHER INFORMATION

a) Major developments since the end of the financial year

On February 23, 2023, Median technologies and EIB have signed a second amendment to the agreement, defining the conditions precedent to the drawdown of Tranche B:

  • Evidence of a 510K submission to the FDA of the iBiopsy® Liver Cancer screening application;
  • Evidence of confirmation from the FDA that the iBiopsy® Lung Cancer Screening application is under review;
  • Evidence of a net fundraising of €20m after the signature of the amendment.

On February 27, 2023, Median Technologies announces completion of the Q-submission phase with the FDA (Food and Drug Administration) for its iBiopsy® Lung Cancer Screening CADe/CADx Software as Medical Device. As next steps, Median Technologies is now getting ready for pivotal study execution by the end of Q2 2023. Median targets obtaining the FDA 510(k) clearance for its iBiopsy® LCS CADe/CADx SaMD in the first half of 2024, subject to FDA review requirements.

On February 28, 2023, Median Technologies announces new and breakthrough results for its iBiopsy® CADe Lung Cancer Screening (LCS) algorithm to detect potentially cancerous lung nodules.The iBiopsy® Lung Cancer Screening (LCS) detection performance reaches a sensitivity of 96.5% for a specificity of 97.2%.

b) Activity of the Company's subsidiaries

The Company owns the entire share capital and voting rights of MEDIAN TECHNOLOGIES, INC., the US subsidiary of the Company (hereinafter the "US Subsidiary").

The US Subsidiary had 21 employees as of December 31, 2022.

During the financial year, revenue from the US Subsidiary amounted to \$3,573k (i.e. €3,403k). Like the previous financial year, MEDIAN TECHNOLOGIES INC's revenue stems from the introduction in 2014 of a "cost-plus" contract between the parent company and its subsidiary.

As such, total revenue in 2022 corresponds to the rebilling of costs to the Company.

The Company also owns the entire share capital and voting rights of MEDIAN MEDICAL TECHNOLOGY (SHANGHAI) CO., LTD, the Chinese subsidiary of the Company (hereinafter the "CN Subsidiary").

The CN Subsidiary had 46 employees as of December 31, 2022.

During 2023, revenue at the CN Subsidiary amounted to RMB76,666k (i.e. €10,615k). This corresponds to rebilling of services performed for Median technologies SA for an amount of RMB1,700 K (€241k). The remaining revenue corresponds to medical imaging services performed as part of clinical trials contracted in recent years with Chinese companies.

The Company also owns the entire share capital and voting rights of MEDIAN TECHNOLOGIES HONG KONG LIMITED, the Hongkongese subsidiary of the Company (hereinafter the "HK Subsidiary").

The HK Subsidiary has been wound up on June 10, 2022.

c) Equity investments made during the financial year

None.

d) Transfer of shares and cross shareholdings

None.

e) Existence of stock-option plans and other securities issued – Employee participation:

1) The Board of Directors meeting of June 27, 2019, in accordance with resolution 19 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 94,516 stock options from the SO 2019-A plan to the following beneficiaries. The strike price for this allocation is €1.50 per share, it being specified that one (1) SO 2019-A stock option gives the right to subscribe to one (1) new share.

No STOCK OPTIONS 2019-A has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 84,516 STOCK OPTIONS 2019-A.

2) The Board of Directors meeting of June 27, 2019, in accordance with resolution 19 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 257,500 stock options from the SO 2019-B plan to the following beneficiaries. The strike price for this allocation is €1.50 per share, it being specified that one (1) SO 2019-B stock option gives the right to subscribe to one (1) new share.

In the course of 2022, the Company issued 30,500 new shares following the exercise of 30,500 STOCK OPTIONS 2019-B. These shares were issued at a price per share of €1.50, €0.05 of par value and €1.45 of premium, representing a total subscription of €45,8k, i.e. €1,5k of par value and €44,2k of premium.

The Boards of Directors dated April 20, July 20, October 18 and December 12, 2022, and January 12, 2023 acknowledged the resulting share capital increase. As of December 31, 2022, the unexercised balance amounted to 102,750 STOCK OPTIONS 2019-B.

3) The Board of Directors meeting of June 27, 2019, in accordance with resolution 19 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 33,000 stock options from the SO 2019-C plan to Mr. Min ZHANG.

The strike price for this allocation is €1.50 per share, it being specified that one (1) SO 2019-C stock option gives the right to subscribe to one (1) new share. No STOCK OPTIONS 2019-C has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 13,000 STOCK OPTIONS 2019-C.

4) The Board of Directors meeting of January 16, 2020, in accordance with resolution 19 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 60,000 stock options from the SO 2020-M plan to Mr. Oran MUDUROGLU. The strike price for this allocation is €1.50 per share, it being specified that one (1) SO 2020-M stock option gives the right to subscribe to one (1) new share.

No STOCK OPTIONS 2020-M has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 60,000 STOCK OPTIONS 2020-M.

5) The Board of Directors meeting of January 16, 2020, in accordance with resolution 19 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 30,000 stock options from the SO 2020-Z plan to Mr. Min ZHANG. The strike price for this allocation is €1.50 per share, it being specified that one (1) SO 2020-Z stock option gives the right to subscribe to one (1) new share.

No STOCK OPTIONS 2020-Z has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 30,000 STOCK OPTIONS 2020-Z.

6) The Board of Directors meeting of March 12, 2020, in accordance with resolution 18 of the Extraordinary General Meeting of June 26, 2019, decided to allocate 90,000 free shares from the AGA 2020-1 plan to the following beneficiaries.

The Board of Directors meeting of March 19, 2021 acknowledged the definitive acquisition of the 90,000 free shares AGA 2020-1 by the above-mentioned beneficiaries and therefore acknowledged, the resulting share capital increase. Since March 12, 2022, the 90,000 free shares allocated on March 12, 2020 are not under a holding period anymore.

7) The Board of Directors meeting of April 17, 2020, in accordance with resolution 22 and 23 of the Extraordinary General Meeting dated June 26, 2019, acknowledged the subscription by the European Investment Bank (EIB) to 800,000 equity warrants ("BSA BEI-A").

The subscription price to the BSA BEI-A was one euro cent (€ 0.01) per BSA BEI-A issued.

Following the fundraising carried out by the Company in March 2021, the exercise of one (1) BSA BEI-A gives right to subscribe to one (1) new share at a strike price equal to EUR 8.3375 per share.

No BSA BEI-A has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 800,000 BSA BEI-A.

8) The Board of Directors meeting of May 30, 2018, in accordance with resolution 19 and 20 of the Extraordinary General Meeting dated May 28, 2018, issued 130,000 equity warrants of which 120,000 equity warrants were subscribed to ("BSA 2018"). Mr. Oran MUDUROGLU and Mr. Kapil DHINGRA each subscribed to 60,000 BSA 2018 equity warrants.

The subscription price to the BSA BEI-A equity warrants was €1.51 for each BSA 2018, it being specified that the exercise of one (1) BSA 2018 warrant gives the right to subscribe to one (1) new share at a strike price of €9.50 per share.

9) The Board of Directors meeting of July 9, 2020, in accordance with resolution 23 of the Extraordinary General Meeting of June 19, 2020, decided to allocate 50,000 stock options from the SO 2020-S plan to the following beneficiaries. The strike price for this allocation is €2.65 per share, it being specified that one (1) SO 2020-S stock option gives the right to subscribe to one (1) new share.

Following the departure of a beneficiary from the Company, 25,000 STOCK-OPTIONS 2020-S are no longer exercisable.

10) The Board of Directors meeting of October 21, 2021, in accordance with resolution 22e of the Extraordinary General Meeting of June 1, 2021, decided to allocate 206,000 free shares from the AGA 2021-1 plan to the following beneficiaries:

The Board of Directors dated October 24, 2022 acknowledged the definitive acquisition of the First Quarter of the AGA 2021-1 free shares, i.e. 65,000 free shares AGA 2021-1, by their beneficiaries and, as a consequence, acknowledged the resulting share capital increase.

11) The Board of Directors meeting of October 21, 2021, in accordance with resolution 22 of the Extraordinary General Meeting dated June 1, 2021, decided to allocate 542,000 free shares from the AGA 2021-2 plan to Mr. Fredrik BRAG.

The Board of Directors dated October 24, 2022 acknowledged the definitive acquisition of the First Tranche of the AGA 2021-2 free shares, i.e. 200,000 free shares AGA 2021-2, by their beneficiary and, as a consequence, acknowledged the resulting share capital increase.

The Board of Directors also acknowledged that the Second Tranche of the AGA 2021-2, i.e. a total of 167,647 free shares AGA 2021-2, have not been definitively acquired by their beneficiary at the end of the vesting period.

  • 12) The Board of Directors meeting of October 21, 2021, in accordance with resolution 22 of the Extraordinary General Meeting of June 1, 2021, decided to allocate 30,000 free shares from the AGA 2021-3 plan to Mr. Cyril LAURENT.
  • 13) The Board of Directors dated July 20, 2022, according to resolution 19 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 39,000 free shares AGA 2022-1 to the following beneficiaries:
Beneficiaries AGA 2022-1
Stefania BARAGHINI 2,500
Farida CHACROUNE 2,500
Anne CHIBOIS 5,000
Benoit HUET 5,000
Benjamin CONAN 5,000
Riana RAMBONIMANA 2,000
Paul SHERIDAN 2,000
Antoine IANESSI 10,000
Alexandra POLDEVAART 5,000
Total 39,000

14) The Board of Directors dated July 20, 2022, according to resolution 19 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 54,000 free shares AGA 2022-2 to the following beneficiaries:

Beneficiaries AGA 2022-1
Yan LIU 30,000
Yang YANG 3,000
Yuchun LIU 10,000
Ya XIAN 5,000
Janel LORIA 2,000
Ileana GALLAGHER 2,000
Briana VIGNONE 2,000
Total 54,000

15) The Board of Directors dated July 20, 2022, according to resolution 19 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 20,000 free shares AGA 2022-3 to Mr. Min ZHANG.

Beneficiaries AGA 2022-3
Min ZHANG 20,000
Total 20,000

16) The Board of Directors dated July 20, 2022, according to resolution 20 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 10,000 stock options STOCK OPTIONS 2022-A to Mr. Min ZHANG.

Beneficiaries STOCK OPTIONS 2022-A
Min ZHANG 10,000
Total 10,000

The strike price for this allocation is €12.43 per share, it being specified that one (1) STOCK OPTION 2022-A gives right to subscribe to one (1) new share.

No STOCK OPTIONS 2022-A have been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 10,000 STOCK OPTIONS 2022-A.

17) The Board of Directors dated October 18, 2022, according to resolution 19 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 60,000 free shares AGA 2022-OM to Mr. Oran MUDUROGLU.

Beneficiaries AGA 2022-OM
Oran MUDUROGLU 60,000
Total 60,000

18) The Board of Directors dated October 24, 2022, according to resolution 19 of the Shareholders' General Meeting dated June 14, 2022, decided to allocate 28,000 free shares AGA 2022-FB to Mr. Fredrik BRAG.

Beneficiaries AGA 2022-FB
Fredrik BRAG 28,000
Total 28,000

19) The Board of Directors dated December 12, 2022, according to resolutions 1 and 2 of the Shareholders' General Meeting dated December 9, 2022, issued 40,000 warrants (the "BSA 2022"). Mr. Kapil DHINGRA and Mr. Oern STUGE subscribed to 20,000 BSA 2022 warrants each. The subscription price to the BSA 2022 was €1.46 per BSA 2022 issued, it being specified that the exercise of one (1) BSA 2022 gives right to subscribe to one (1) new share at a strike price equal to €9.15 per share.

No BSA 2022 has been exercised in the course of 2022. As of December 31, 2022, the unexercised balance amounted to 40,000 BSA 2022.

  • 20) Pursuant to the provisions of article L.225-102 of the French Commercial Code, we report the status of employee participation in the share capital on the last day of the financial year: they held a total of 863,333 shares, i.e. 5.46% of the share capital as of December 31, 2022.
  • 21) A summary of the issuances and allocations of the various securities can be found in the annex to the annual accounts prepared by the Company for the fiscal year ended December 31, 2022.

f) Information concerning the Auditors

We remind you that PRICEWATERHOUSECOOPERS AUDIT, a simplified joint-stock company with a capital of €2,510k with a registered office located at 63 rue de Villiers, 92200 Neuilly-Sur-Seine, registered at the Nanterre RCS under number B 672 006 483, an audit firm duly registered with the PCAOB is the Company's Principal Statutory Auditor and that its six-financial years term of office of expires at the end of the Shareholders' Meeting convened to deliberate in 2021 on the financial statements of the financial year to close on December 31, 2026.

g) Social and environmental consequences of the Company's activity

The Company's activity does not have any impact on the environment for the fiscal year ending on December 31, 2022, the average number of employees is 147. As of December 31, 2022, the Company had 163 employees.

h) Expenses non-deductible from taxes under Article 39-4 of the French General Tax Code

Pursuant to Article 223 quater of the French General Tax Code, we inform you that during the year closed on December 31, 2022, expenses non-deductible from corporate tax as provided for in Article 39-4 of the French General Tax code were incurred for an amount of €57k, the theoretical impact of which on corporate tax at the rate of 28%, works out to €14k.

i) Regulated Agreements

We inform you that during the year ended December 31, 2022, no new agreement gave rise to the procedure provided for in Articles L.225-38 and following of the French Commercial Code.

It is recalled that the following agreements, as referred to in articles L.225-38 and following of the French Commercial Code, pursued unchanged during the financial year ending on December 31, 2022:

- Stock-options granted to a Director of the Company:

  • o Director concerned: Mr. Oran MUDUROGLU, Chairman of the Board of Directors of the Company;
  • o Type and purpose: Mr. Oran MUDUROGLU was awarded a number of stock options under a contract with the US subsidiary of the Company, Median Technologies, Inc.;

o Terms and conditions: In accordance with the said contract, Mr. Oran MUDUROGLU has the right to exercise the stock options under certain conditions to obtain shares of Median Technologies, Inc. (US). (US). The Company, wishing to maintain the right to exchange, in the form of capital remuneration, the shares Mr. Oran MUDUROGLU would hold in Median Technologies, Inc. (US) in the event he exercises these stock options, signed a contribution agreement with Mr. Oran MUDUROGLU whereby, in consideration for the contribution of his shares in Median Technologies, Inc., Mr. Oran MUDUROGLU would receive a total of 25,108 new ordinary shares of the Company.

You will be asked to vote on the regulated agreements passed during the year closed on December 31, 2022 on the basis of the Auditor's special report in accordance with article L.225-38 of the French Commercial Code.

j) Balance of trade payables at close of financial year

Pursuant to Article D.441-4 and L.441-6-1 of the French Commercial Code, we have supplied in the annex a breakdown of the trade payables and trade receivables (Appendix I).

k) Table of the Company's financial results for the last five last financial years

Attached to this report is the table of the Company's financial results for the last five financial years (Appendix III).

l) Share capital ownership (Art. L. 233-13 of the Commercial Code)

The information received by the Company pursuant to Articles L.233-7 and L.233-12 is attached to this report (Appendix II)

m) Share buy-back program

We inform you that during the year closed on December 31, 2022, the number of shares bought and sold pursuant to article L.22-10-62 of the French Commercial Code, was respectively 234,565 shares and 232,603 shares.

The average purchase and sales prices amounted respectively to €10.64 and €11.28.

The number of shares registered in the name of the Company at the close of the year was 22,055. Their value at the end of the year, valued at purchase price, was €180k, i.e. a unit price of €8,18. Their nominal value was €0.05. They represent 0.1% of the share capital.

The share price as of December 31, 2022 stood at €8,14. An impairment provision has been recorded in the accounts as of December 31, 2022 for an amount of €1k.

n) Annual report on liquidity agreement

Under the liquidity contract granted by the Company to TP ICAP (Europe), as of December 31, 2022, the following resources were in the liquidity account:

  • €185k
  • 22,055 shares

o) Information on geographical regions

Revenue
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Revenue FRANCE 592 2,255 (1,663)
Revenue USA/CANADA 5,539 3,637 1,902
Revenue UK 2,822 2,307 515
Revenue CHINA 2,877 3,990 (1,113)
Revenue OTHER EXPORTS 3,123 1,931 1,192
Total 14,953 14,120 833

p) Specific Risks Factors

Specific risks linked to the activity of the Company

Competition Risks

The market for clinical applications and clinical services taking advantage of the medical imaging is competitive. The Company cannot guarantee that emerging technologies may be developed by competitors with greater financial and industrial resources. This could have a material adverse effect on the Company's business, financial situation, earnings, growth and prospects.

Risk of commercial failure

For the market to accept more or less quickly the solutions and services offered by the Company will depend on various factors. Poor market penetration resulting from one of these factors could have an adverse effect on the Company's business, prospects, financial situation, results of operations and development.

Risks related to the need to keep, attract, and retain key personnel

The success of the Company, including its Chinese subsidiary, depends largely on the work and expertise of its managers and key scientific personnel, such that the loss of their skills could impair the Company's ability to achieve its objectives. The inability of the Company to attract and retain key personnel could prevent it from globally achieving its objectives and have a material adverse effect on its business, results, financial situation, and outlook.

Client risks

The Company does not consider itself dependent on a particular laboratory. By expanding its listings with major pharmaceutical companies, the Company is also aiming to be less dependent on a small number of laboratories. As of today, the Company is referenced in most of the world's largest laboratories.

Risks related to Supplier

The Company does not purchase much. None of the Company's suppliers has a prominent position, and all are quickly and easily replaceable.

Legal and regulatory risks

Intellectual property risks

For the Company's business to be successful, it is important to obtain, maintain and enforce the intellectual property rights it owns. However, intellectual property rights may offer only limited protection and do not prevent unauthorized use of technology owned by Median Technologies.

Risks related to a more restrictive regulatory environment

As a medical device, applications marketed by the Company are subject to strict regulations in the United States through the Food and Drug Administration (FDA) and in many other countries. Any breach of compliance obligations may result in sanctions that may significantly increase the costs incurred by the Company, delay the development and commercialization of its products and services and thus have a material adverse effect on its business, results, financial situation, and prospects. The Company successfully passed its first FDA audit in early 2017. In 2019, the quality of services was validated by the success of 12 customer audits and an FDA (Food and Drug Administration) audit on a major phase III of a Top 3 pharmaceutical company.

Risks related to software application liability

The Company underlines in its documentation that its software applications are not diagnostic tools as such and are intended to help practitioners to prepare their diagnosis. Nevertheless, one cannot exclude that some user of the applications may seek the liability of the Company.

Financial risk management objectives and policies

The Group's policy is not to enter financial instruments for speculative purposes. The Group does not use derivative financial instruments. The Group is exposed, to varying degrees, to currency, counterparty, and liquidity risks. It is not exposed to interest rate risk.

Foreign exchange risk

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in exchange rates. The Group's strategy is to use the euro as the currency for its contracts. However, due to its international exposure, the Group also invoices in dollars and is therefore exposed to foreign exchange risks related to these transactions. The Group cannot rule out the possibility that a significant increase in its activity could result in greater exposure to foreign exchange risk. The Group is therefore considering a more appropriate policy for hedging these risks.

The Group's main currency risk relates to the conversion of the accounts of its subsidiary MEDIAN Technologies Inc. from US\$ to euro and MEDIAN MEDICAL TECHNOLOGY from CNY to euro.

It is therefore mainly exposed to changes in the US\$/€ and CNY/€ exchange rates.

To limit the impact of the variability of the USD, the Group reuses all its funds in dollars for the needs of its subsidiary.

For the RMB, the company intends to give complete autonomy to its Chinese subsidiary as soon as possible to limit its exposure to the Chinese currency as much as possible.

Interest rate risk

As of December 31, 2022, the Group's financial liabilities were not subject to interest rate risk. Borrowings were at fixed rates and advances and repayable loans were at zero interest. The Group does not have any variable-rate debt with financial institutions and is therefore not subject to any interest rate risk.

Credit risk

Credit risk, or counterparty risk, is the risk of loss on a receivable, or more generally that of a third party not paying its debt on time. The risk presented by private clients is controlled in view of the advances and deposits that the Group obtains before starting its services. The Group has also set up an export credit insurance contract to cover losses on receivables from defaulting export customers. Receivables related to government grants and research tax credits are not considered to represent a significant credit risk in view of the company's history. The credit risk associated with cash and cash equivalents and current financial instruments is not significant in view of the quality of the financial institutions with which the company has contracts.

Liquidity risk

The Group's financing is carried out within the framework of a policy implemented by the Finance Department. The Group's financing structure is mainly based on equity, shareholder financing and public financing. Cash is held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. It is readily convertible into a known amount of cash and subject to an insignificant risk of change in value.

The elements mentioned on page 12 of this report justify the establishment of the financial statements as of December 31, 2022, according to the principle of going concern.

B. CORPORATE GOVERNANCE REPORT

OFFICE OF CHIEF EXECUTIVE OFFICER

In accordance with article L.225-37-4 of the French Commercial Code, we recall you that your Board of Directors has, by decision dated April 10, 2019, decide to opt for the separation of the functions of Chairman of the Board of Directors and Chief Executive Officer.

The Board also decided to appoint Mr. Oran MUDUROGLU as Chairman of the Board of Directors and Mr. Fredrik BRAG as Chief Executive Officer.

In accordance with article 15 of the bylaws, this decision will last until the Board of Directors decides otherwise, ruling under the same conditions.

However, the Board of Directors will also have to make a decision concerning the terms and conditions for the exercise of the Company's management when appointing or renewing its Chairman. These modalities have not changed.

Unless the method of exercising the Company's management is modified, this information will not be included in subsequent corporate governance reports.

INFORMATION CONCERNING DIRECTORS

Pursuant to the provisions of article L.225-37-4 of the French Commercial Code, you will find below the list of the duties and positions held by each of the directors of the Company in other companies :

Exercised by / Companies Duties and/or functions Exercised by / Companies Duties and/or functions
M. Oran MUDUROGLU M.Tim HAINES
Median Technologies SA Director and Chairman of the board Median Technologies SA Director
Histolix Director and Chairman of the board Abingworth LLP Member
Caristo Chairman of the board Abingworth Bioventures GP Limited Director
MyCoeus CEO & Board Member Abingworth Bioventures III GP Limited Director
Rapid Infection Diagnostics Chairman Abingworth Bioventures IV GP Limited Director
M. Fredrik BRAG Abingworth Bioventures V GP Limited Director
Median Technologies SA General Manager - Director Abingworth CCD GP Limited Director
Median Technologies Inc. Director and Chairman of the board Abingworth Second Partner Limited Director
Median Medical Technology (Shanghai) Co., Ltd Director Abingworth Management Limited Director
Monsieur Oern STUGE Abingworth Management Holdings Limited Director
MEDIAN Technologies SA Director Chroma Therapeutics Limited Director
Phagenesis Ltd. Chairman Virion Biotherapeutics Limited Director
Summit Medical Chairman Venatorx Pharmaceuticals Inc Director
Balt SAS Vice-Chairman Macrotarg Limited Director
Neo Medical Chairman M. Kapil DHINGRA
Organox Ltd Chairman Median Technologies SA Director
TegoSens Inc. Chairman Replimune Inc. Director
CeiRox AG Chairman Black Diamonds Therapeutics inc. Director
LAVA Therapeutics Director and Chairman of the board
Autolus Director
Mariana Oncology Director

Kirilys Director

Servier Supervisory Board Member

Mr. Fredrik BRAG, Chief Executive Officer of the Company, received gross compensation of €400k for fiscal year 2022, excluding target bonus.

The amount of the target bonus for fiscal year 2021 decided by the Board of Directors on the basis of the recommendation of the Compensation Committee amounts to €162k and will be paid in fiscal year 2023. It should be noted that in fiscal year 2022, Mr. Fredrik BRAG received €220k in respect of the target bonus for fiscal year 2021.

Mr. Fredrik BRAG benefits from the GSC (Garantie Sociale des Chefs d'Entreprise), the annual cost of which amounted to €18k in 2021. Mr. BRAG has also had a company car since the second half of 2018.

Mr. Oran MUDUROGLU, Chairman of the Board of Directors of the Company, received gross compensation of €8k for the year 2022.

AGREEMENTS BETWEEN A SUBSIDIARY AND ONE OF THE COMPANY'S DIRECTORS OR MAJOR SHAREHOLDER

Note that the following agreement was pursued unchanged during the financial year ending December 31, 2022:

Stock-options granted to a director of the Company

Director concerned: Mr. Oran MUDUROGLU, Chairman of the Board of Directors of the Company;

Type and purpose: Mr. Oran MUDUROGLU was awarded a number of stock options under a contract with the US subsidiary of the Company, Median Technologies, Inc.;

Terms and conditions: In accordance with the said contract, Mr. Oran MUDUROGLU has the right to exercise the stock options under certain conditions to obtain shares of Median Technologies, Inc. (US). The Company, wishing to maintain the right to exchange, in the form of capital remuneration, the shares Mr. Oran MUDUROGLU would hold in Median Technologies, Inc. (US) in the event he exercises these stock options, signed a contribution agreement with Mr. Oran MUDUROGLU whereby, in consideration for the contribution of his shares in Median Technologies, Inc., Mr. Oran MUDUROGLU would receive a total of 25,108 new ordinary shares of the Company.

TABLE OF THE AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES

Attached to this report is the table of the Authorizations granted in the context of capital increases (Annex IV.)

TRANSACTIONS ON SECURITIES OWNED BY MANAGERS

Pursuant to Article 223-2 of General Regulations of the Autorité des Marchés Financiers (AMF), the summary list of transactions on securities performed by Directors during the financial year closed on December 31, 2022:

Definitive acquisition of 7,500 AGA 2021-1 free shares by Mr. Nicolas DANO

Mr. Nicolas DANO definitively acquired, in October 2022, the First Quarter of the AGA 2021-1, i.e. 7,500 AGA 2021-1 free shares, he was allocated with by the Board of Directors dated October 21, 2021 according to the resolution 22 of the Shareholders' General Meeting dated June 1st, 2021.

Definitive acquisition of 200,000 AGA 2021-2 free shares by Mr. Fredrik BRAG

Mr. Fredrik BRAG definitively acquired, in October 2022, the First Tranche of the AGA 2021-2, i.e. 200,000 AGA 2021-2 free shares, he was allocated with by the Board of Directors dated October 21, 2021 according to the resolution 22 of the Shareholders' General Meeting dated June 1st, 2021.

Allocation of 28,000 AGA 2022-FB free shares to Mr. Fredrik BRAG

The Board of Directors decided, on October 24, 2022, in accordance with resolution 19 of the Shareholders' General Meeting dated June 14, 2022, to allocate 28,000 free shares AGA 2022-FB to Mr. Fredrik BRAG.

Definitive acquisition of 15,000 AGA 2021-1 free shares by Mr. Thomas BONNEFONT

Mr. Thomas BONNEFONT definitively acquired, in October 2022, the First Quarter of the AGA 2021-1, i.e. 15,000 AGA 2021-1 free shares, he was allocated with by the Board of Directors dated October 21, 2021 according to the resolution 22 of the Shareholders' General Meeting dated June 1st, 2021.

Definitive acquisition of 15,000 AGA 2021-1 free shares by Mr. Jean-Christophe MONTIGNY

Mr. Jean-Christophe MONTIGNY definitively acquired, in October 2022, the First Quarter of the AGA 2021- 1, i.e. 15,000 AGA 2021-1 free shares, he was allocated with by the Board of Directors dated October 21, 2021 according to the resolution 22 of the Shareholders' General Meeting dated June 1st, 2021.

Exercise of 30,000 stock options by Mrs. Yan LIU

On January 7, 2022, Mrs. Yan LIU exercised 8,750 stock options STOCK OPTIONS 2019-B and subscribed to 8,750 new shares at a price per share of € 1.50, i.e. €0.05 of par value and €1.45 of premium, representing a total subscription of €13k, €0,4k of which is the par value and €12,7k is the premium.

On February 15, 2022, Mrs. Yan LIU exercised 3,250 stock options STOCK OPTIONS 2020-S and subscribed to 3,250 new shares at a price per share of €2.65, i.e. €0.05 of par value and €2.60 of premium, representing a total subscription of €8,6k, €0,2k of which is the par value and €8,4k is the premium.

On July 29, 2022, Mrs. Yan LIU exercised 1,960 stock options STOCK OPTIONS 2019-B and subscribed to 1,960 new shares at a price per share of € 1.50, i.e. €0.05 of par value and €1.45 of premium, representing a total subscription of €2,9k, €0,1k of which is the par value and €2,8k is the premium.

On August 1st, 2022, Mrs. Yan LIU exercised 6,790 stock options STOCK OPTIONS 2019-B and subscribed to 6,790 new shares at a price per share of €1.50, i.e. € 0.05 of par value and €1.45 of premium, representing a total subscription of €10,2k, €0,3k of which is the par value and €9,8k is the premium.

On October 28, 2022, Mrs. Yan LIU exercised 843 stock options STOCK OPTIONS 2020-S and subscribed to 843 new shares at a price per share of €2.65, i.e. €0.05 of par value and €2.60 of premium, representing a total subscription of €2,2k, €0,4k of which is the par value and €2,2k is the premium.

On October 31, 2022, Mrs. Yan LIU exercised 2,157 stock options STOCK OPTIONS 2020-S and subscribed to 2,157 new shares at a price per share of €2.65, i.e. €0.05 of par value and €2.60 of premium, representing a total subscription of €5,7k, €0,1k of which is the par value and €5,6k is the premium.

On November 2, 2022, Mrs. Yan LIU exercised 4,559 stock options STOCK OPTIONS 2020-S and subscribed to 4,559 new shares at a price per share of €2.65, i.e. €0.05 of par value and €2.60 of premium, representing a total subscription of €12,1k, €0,2k of which is the par value and €11,9k is the premium.

On November 11, 2022, Mrs. Yan LIU exercised 1,691 stock options STOCK OPTIONS 2020-S and subscribed to 1,691 new shares at a price per share of €2.65, i.e. €0.05 of par value and €2.60 of premium, representing a total subscription of €4,5k, €0,1k of which is the par value and €4,4k is the premium.

Allocation of 30,000 AGA 2022-2 free shares to Mrs. Yan LIU

The Board of Directors decided, on July 20, 2022, in accordance with resolution 19 of the Shareholders' General Meeting dated June 14, 2022, to allocate 30,000 free shares AGA 2022-2 to Mrs. Yan LIU.

Definitive acquisition of 6,250 AGA 2021-1 free shares by Mrs. Sophie CAMPAGNO

Mrs. Sophie CAMPAGNO definitively acquired, in October 2022, the First Quarter of the AGA 2021-1, i.e. 6,250 AGA 2021-1 free shares, she was allocated with by the Board of Directors dated October 21, 2021 according to the resolution 22 of the Shareholders' General Meeting dated June 1st, 2021.

Exercise of 5,000 stock options by Mrs. Sophie CAMPAGNO

On August 4, 2022, Mrs. Sophie CAMPAGNO exercised 5,000 stock options STOCK OPTIONS 2019-B and subscribed to 5,000 new shares at a price per share of €1.50, i.e. €0.05 of par value and €1.45 of premium, representing a total subscription of €7,5k, €0,3k of which is the par value and €7,k is the premium.

Allocation of 60,000 AGA 2022-OM free shares to Mr. Oran MUDUROGLU

The Board of Directors decided, on October 18, 2022, in accordance with resolution 19 of the Shareholders' General Meeting dated June 14, 2022, to allocate 60,000 free shares AGA 2022-OM to Mr. Oran MUDUROGLU.

Sale of 15,399 shares of the Company by Mr. Oern STUGE

Mr. Oern STUGE sold:

  • 6,288 shares of the Company on the market at a price per share of €14,01 on February 9, 2022,
  • 6,666 shares of the Company on the market at a price per share of €14,04 on February 10, 2022,
  • 2,445 shares of the Company on the market at a price per share of €14,01 on February 11, 2022.

Subscription to 20,000 BSA 2022 warrants by Mr. Kapil DHINGRA

The Board of Directors decided, on December 12, 2022, in accordance with resolutions 1 and 2 of the Shareholders' General Meeting dated December 9, 2022, to issue BSA 2022 warrants which were subscribed by Mr. Kapil DHINGRA up to 20,000 BSA 2022 warrants.

Subscription to 20,000 BSA 2022 warrants by Mr. Oern STUGE

The Board of Directors decided, on December 12, 2022, in accordance with resolutions 1 and 2 of the Shareholders' General Meeting dated December 9, 2022, to issue BSA 2022 warrants which were subscribed by Mr. Oern STUGE up to 20,000 BSA 2022 warrants.

RESTRICTIONS ON THE EXERCISE OF OPTIONS GRANTED OR THE SALE OF FREE SHARES TO EXECUTIVES

The restrictions imposed on the company's executives by the Board about the exercise of options granted or the sale of shares allocated free of charge to executives are as follows:

Executives who have been granted options to subscribe for or purchase shares are required to hold at least 25% of the shares resulting from the exercise of options in registered form until they cease to hold office for any reason whatsoever.

Executives who have been granted bonus shares are required to hold either at least 5% or at least 15% of the shares resulting from the vesting of bonus shares in registered form until they cease to hold office, for whatever reason.

APPENDIX 1: BALANCE OF TRADE PAYABLES

Article D.441.I.-1° : Received invoices unpaid at the
reporting date and overdue
Article D.441.I.-2° : Issued invoices unpaid at the reporting
date and overdue
1 to 30 31 to 61 61 to 90 More than Total 1 to 30 31 to 61 61 to 90 More than Total
Tranches of late payment
Number of invoices
concerned
56 49
Total amount of
invoices concerned
291 150 3 2 446 529 335 0 12 876
Percentage of total
amount of purchases
in the financial year
1.59% 0.82% 0.02% 0.01% 2.44%
Percentage of the
turnover in the
financial year
4%
2%
0%
0%
6%
Invoices excluded relating to disputed liabilities and receivables or unrecorded
Number of invoices
excluded
0 19
Total amount of
invoices excluded
0 236
The reference terms of payment used (article L.441-6 or article L.443-1 of the Commercial Code)
Terms of payment
used to calculate the
payment delays
Contractual deadlines : 30 days Contractual deadlines : 30 days

APPENDIX 2: CAPITAL OWNERSHIP

PRIVATE INDIVIDUALS AND LEGAL ENTITIES
HOLDING CAPITAL BY THRESHOLD
(ARTICLE L 233-13)
2022-12-31 2021-12-31
Private persons
None None None
Legal entities
Furui Medical Company 9.54%, more than one-twentieth 9.73%, more than one-twentieth
Celestial succesor Fund L.P. 8.16%, more than one-twentieth 8.32%, more than one-twentieth
Canon Inc. 6.09%, more than one-twentieth 6.21%, more than one-twentieth
Abingworth bioventures VI L.P. 6,06 %, more than one-twentieth 6.18%, more than one-twentieth

APPENDIX 3: TABLE OF THE COMPANY'S FINANCIAL RESULTS FOR THE LAST FIVE LAST FINANCIAL YEARS

Financial
results
for
the
last
five
years
Period 12/31/2022 12/31/2021 12/31/2020 12/31/2019 12/31/2018
(In
thousands
of
euros)
Duration months
12
months
12
months
12
months
12
months
12
Financial
position
at the
end
of
the
I-
Year
a)
Share
Capital
790 775 607 606 606
b)
Number
of
shares
outstanding
*
15,801,449 15,493,449 12,138,425 12,127,425 12,127,425
Global
results
II-
Operating
a)
(excluding
duties)
tax and
Turnover
14,953 14,120 11,010 8,357 6,340
b)
Profit
before
tax, before
and
depreciation
amortization
-18,340 -13,024 -10,430 -9,348 -17,069
c)
tax (tax
credit)
Corporate
income
1,583 1,553 1,420 1,409 1,592
d)
Profit
after
tax, before
and
depreciation
amortization
-16,757 -11,471 -9,010 -7,939 -15,477
e)
Profit
after
and
depreciation
tax, amortization
-18,181 -11,994 -9,737 -7,988 -16,063
f)
of
dividends
distributed
Amounts
- - - - -
g)
Employee
participation
- - - - -
(earnings
per a share)
Operating
results
III-
a)
Profit
after
tax, before
and
depreciation*
amortization
-1.06
-0.74
-0.74
-0.65
-1.28
b)
Profit
after
and
depreciation*
tax, amortization
-1.15
-0.77
-0.80
-0.66
-1.32
c)
Dividends
paid
per share
*
- - - - -
Staff
IV-
a)
Number
of
employees
(average)*
147 121 95 76 83
b)
wages (total
payroll)
of
the
Amounts
11,170 9,344 7,421 6,292 6,405
c)
of
employee
related
benefits
Amounts
5,262 4,136 3,306 2,779 2,909

APPENDIX 4: TABLE OF THE AUTHORIZATIONS PERTAINING TO CAPITAL INCREASES

DATE OF THE MEETING / PURPOSE MAXIMUM AMOUNT DURATION STATUS
General Meeting dated 06/14/2022 – Resolution 13
Authorization to be given to the Board of Directors to increase the share capital by issuance of shares or securities that are equity securities giving access to other
shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company with preferential right
€ 750,000 18 months Not used
General Meeting dated 06/14/2022 – Resolution 14
Authorization to the Board of Directors to proceed with a capital increase by issuing shares, securities convertible into shares of the Company without preferential
subscription rights in the context of a public offering
€ 750,000 18 months Not used
General Meeting dated 06/14/2022 – Resolution 15
Authorization conferred to the Board to issue shares of the Company and securities giving access to shares of the Company, without preferential subscription rights of
shareholders in the context of offers described in Section 1° of Article L.411-2 of the French Monetary and Financial Code
Statutory Limit under article L 225-136 2°) of
the French Commercial Code
18 months Not used
General Meeting dated 06/14/2022 – Resolution 16
Authorization to be given to the Board of Directors to increase the share capital by issuance of shares and/or securities that are equity securities giving access to
other shares or entitling the allocation of debt securities and/or securities granting access to the share capital of the Company without preferential right for the
benefit of a category of persons in accordance with the provisions of article L.225-138 of the French commercial Code
€ 750,000 18 months Not used
General Meeting dated 06/14/2022 – Resolution 17
Authorization to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights
Limit of 15% of the initial issue 18 months Not used
General Meeting dated 06/14/2022 – Resolution 19
Authorization to the Board of Directors to grant to the beneficiaries it shall identify, in compliance with applicable laws and regulations, existing shares or shares to
be issued up to a maximum of 10% of the share capital pursuant to Articles L.225-197-1 and seq. and L.22-10.59 and seq. of the French Commercial Code
The total number of free shares granted under
this resolution may not exceed 10% of the
share capital at the date of their allocation by
the Board of Directors.
38 months Allocation of:
- 39,000 free shares (AGA 2022-1), 54,000 free shares (AGA 2022-
2) and 20,000 free shares (AGA 2022-3) by the Board of
Directors on July 20, 2022,
- 60,000 free shares (AGA 2022-OM) by the Board of Directors
on October 18, 2022, and
- 28,000 free shares (AGA 2022-FB) by the Board of Directors on
October 24, 2022.
General Meeting dated 06/14/2022 – Resolution 20
Authorization to be given to the Board of Directors in order to grant stock options pursuant to articles L. 225-177 and seq. And L.22-10-56 and se. of the French
Commercial Code
The total number of stock options granted
under this resolution may not exceed 10% of
the share capital on the date of their grant by
the Board of Directors
38 months Allocation of 10,000 STOCK OPTIONS 2022-A by the Board of
Directors on July 20, 2022.
General Meeting dated 06/14/2022 – Resolutions 23 and 24 / General Meeting 12/09/2022 - Resolution 3
Authorization to be given to the Board of Directors for the issuance of reserved shares of the Company and securities giving access to capital of the Company -
cancellation of the preferential subscription rights in favor of the European Investment Bank
500,000 new shares 18 months Not used
General Meeting dated 12/09/2022 – Resolutions 1 and 2
Authorization to be given to the Board of Directors for the issuance of securities providing access to the share capital, having the characteristics of share warrants
("BSA 2022" warrants) with cancellation of the shareholder's preferential subscription right in favor of Mr. Oern STUGE and Mr. Kapil DHINGRA.
40,000 securities providing access to the share
capital
18 months Issuance of 40,000 BSA 2022 by the Board of Directors on
December 12, 2022.
General Meeting dated 12/09/2022 – Resolution 4
Authorization to the Board in order to decide a capital increase reserved for employees of the Company
1% of the share capital 18 months Not used

C. REPORT ON OTHER RESOLUTIONS

DIRECTORS TERM OF OFFICES

We recommend you to give full discharge without reservation to all Directors, namely:

  • Mr. Oran MUDUROGLU, Chairman of the Board,
  • Mr. Fredrik BRAG, Director,
  • Mr. Tim HAINES, Director,
  • Mr. Kapil DHINGRA, Director,
  • Mr. Oern STUGE, Director,

for the execution of their term of office for the year ended December 31, 2022.

SETTING OF THE DIRECTORS' REMUNERATION

We propose to set at €200k the overall amount of directors' remuneration to be divided among the Directors for the year 2022, and to give all powers to the Board of Directors for the purpose of deciding the terms of allocation of this overall amount among the directors.

AUTHORIZATION FOR THE BOARD OF DIRECTORS TO PURCHASE SHARES OF THE COMPANY UNDER THE PROVISIONS OF ARTICLE L.22-10-62 OF THE FRENCH COMMERCIAL CODE

We propose that you authorize us to purchase a number of shares representing up to 10% of the share capital at the date of the General Meeting

Please note that the number of shares used to calculate the 10% limit would correspond to the number of shares purchased under a liquidity contract, less the number of shares sold during the term of the authorization

These shares may be acquired by any means, including exchange or over the counter transactions, including by acquisition or sale of blocks of shares or by the use of derivative or optional financial instruments and at the times deemed appropriate by the Board, and that eventually acquired shares may be sold or transferred by any means in accordance with the legal provisions in force

The maximum unit purchase price of the shares shall not exceed €40, subject to adjustments to take into account the impact of transactions on the capital of the Company, including changes in the par value of the shares, capital increase by incorporation of reserves, allocation of free shares, stock split or reverse stock split, distribution of reserves or any other assets, amortization of capital, or any other operation on equity

Therefore, the maximum amount that the Company will be liable to pay, in the event of a maximum purchase price of €40, would amount to €63,206k on the basis of the capital on April 19, 2023.

This authorization to repurchase the Company's own shares would be granted especially to:

  • allow the purchase of shares under a liquidity agreement complying with the AMAFI Charter of Ethics recognized by the decision of the AMF on July 2, 2018;
  • implement any plan of options to purchase shares of the Company under the provisions of articles L.225-177 and seq. and L.22-10-56 and seq. of the French Commercial Code or any allocation of free shares under the provisions of articles L.225-197-1 and seq. and L.22-10-59 and seq. of the French Commercial Code ;
  • cancel such shares in particular to optimize earnings per share through by reducing the share capital;
  • implement any market practice that may be approved by the French Financial Markets Authority and, more generally, to perform any operation that complies with regulations in force

We propose that you grant us this authorization for a period of eighteen (18) months from the date of the General Meeting

This authorization would cancel from the date of the General Meeting any previous authorizations with the same purpose

Furthermore, we propose that you authorize the reduction in the share capital in connection with the above transaction

PARENT COMPANY FINANCIAL STATEMENTS

The parent company financial statements as of December 31, 2022, were prepared in accordance with the provisions of the French Commercial Code ("Code de commerce") and the general chart of accounts (French accounting standards authority [Autorité des Normes Comptables - ANC] regulation 2014-03 and 2018-07 on the general chart of accounts [PCG]). General accounting conventions were applied in compliance with the principle of prudence, in accordance with basic assumptions: continuity of operation, permanence of accounting methods from one financial year to another and independence of the financial years, in accordance with the general rules for preparing and submitting annual financial statements.

Median Technologies SA is a corporation under French law, subject to all of the texts regulating commercial companies in France, and in particular the provisions of the [French] Commercial Code. Its head office is located at 1800, Route des Crêtes in Valbonne, France.

The Company is listed on the Paris Stock Exchange on Euronext GROWTH.

The balance sheet total for the financial year ended December 31, 2022 came to €26,399k.

The income statement for the financial year shows a loss of €18,181k.

The financial year has a duration of 12 months from January 1, 2022 through December 31, 2022.

The financial statements of the company as of December 31, 2022 have been prepared on a going concern basis, taking into account the data and assumptions set out below and the measures implemented by the company's management. The Company is focused on the sale of services to pharmaceutical companies and on the invention and development of new medical devices. The Company's loss-making position in the years presented is not unusual in relation to the stage of development of its commercial activity and its innovative products. The Company has been able to finance its activities to date primarily through:

  • successive capital fundraisings ;
  • margins generated by the sale of services;
  • reimbursement of research tax credit claims by the French government;
  • the exercise of a tranche of financing under the financing agreement with the European Investment Bank.

As of the date of the Board of Directors' closing of the accounts as of December 31, 2022, the Board has estimated that the Company will be able to cover the financing needs of operations planned until December 2023 on the basis of the following elements:

  • the level of net consolidated cash and cash equivalents as of December 31, 2022 (including current bank facilities), which amounts to €17,7m;
  • the margins generated by the sale of services activity;
  • the repayment of research tax credit receivables by the French government;
  • the forecast cash consumption by the company's activities for the year 2023.

The company has taken several concomitant steps to ensure the financing of its activities over the period under review and beyond:

  • Systematic prospecting and ongoing dialogue, accompanied by several investment banks, with new European and North American investors, with a view to carrying out a capital increase;
  • Advanced discussions with a historical shareholder of the company with a view to subscribing to a loan in the form of convertible bonds in the amount of €10m, the terms and conditions of which are under negotiation at the date of publication of the 2022 Financial Report;
  • Possibility, under certain conditions, to exercise a second tranche of financing from the European Investment Bank for an amount of €10m.

Since its origin, the company has demonstrated its ability to effectively implement its various financing options when necessary. However, in the absence of obtaining the necessary financing, the company will consider solutions to reduce its costs by postponing some of its medical device development projects.

A. STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2022 - 39 -
B. INCOME STATEMENT AT DECEMBER 31, 2022 - 40 -
C. NOTES REGARDING THE PARENT COMPANY FINANCIAL STATEMENTS - 41 -
Accounting principles, rules and methods - 41 -
Intangible assets - 45 -
Tangible assets - 45 -
Financial assets - 46 -
Trade and other receivables - 47 -
Cash - 48 -
Miscellaneous assets - 48 -
Equity - 49 -
Provisions - 51 -
Financial liabilities - 53 -
Other liabilities - 53 -
Miscellaneous liabilities - 54 -
Revenue - 55 -
Other income, reversals of provisions and transfers of charges - 55 -
Research and Development (R&D) costs - 55 -
Other purchases and external expenses - 56 -
Taxes and similar payments - 56 -
Other expenses - 57 -
Staff costs - 57 -
Financial income (expense) - 57 -
Exceptional income (expense) - 57 -
Corporate tax - 57 -
Net profit (loss) - 58 -
Average headcount - 58 -
Consolidated financial statements - 58 -
Administrative and management bodies - 58 -
Commitments - 59 -

A. STATEMENT OF FINANCIAL POSITION AT DECEMBER 31, 2022

ASSETS (in thousands of euros) Notes 2022-12-31 2021-12-31
Intangible assets 2 963 72
Property, plant and equipment 3 695 583
Financial assets 4 767 895
Total non-current assets 2,424 1,550
Advances and supplier prepayments 94 79
Trade receivables 5 2,501 2,377
Other receivables 5 2,343 2,513
Cash and cash equivalents 6 17,747 36,160
Regularizations accounts 7 1,085 777
Total current assets 23,770 41,906
Miscellaneous assets 7 175 210
TOTAL ASSETS 26,369 43,666
LIABILITIES (in thousands of euros) Notes 2022-12-31 2021-12-31
Share capital and share premium 8 790 775
Share premium 8 86,770 86,649
Reserves - -
Retained losses (73,955) (61,961)
Net loss for the period 21 (18,181) (11,994)
Total shareholders' equity 8 (4,575) 13,468
Other equity - -
Provision for risks and charges 9 865 959
Loans 17,571 16,575
Other financials debts 0 0
Financial liabilities 10 17,571 16,575
Advance payments received on orders 11 5,230 6,409
Trade payables 11 2,807 2,540
Taxes and social liabilities 11 4,065 3,420
Debts on fixed assets and other Payables 11 4 -
Other debts 11 376 280
Deferred income 12 1 1
Other liabilities 12,482 12,649
Deferred income 12 27 15
TOTAL LIABILITIES / SHAREHOLDERS' EQUITY 26,369 43,666

B. INCOME STATEMENT AT DECEMBER 31, 2022

INCOME STATEMENT (in thousands of euros) Notes 2022-12-31
(12 months)
2021-12-31
(12 months)
Revenues 13 14,953 14,120
Capitalized production 959 -
Operating subsidy 25 36
Reversals of depreciation, provisions, transfer of charges 384 182
Other income 14 532 149
Operating income 16,853 14,487
Purchases net of change in inventories - -
Other purchased goods and services 15 17,109 12,271
Duties and taxes 17 370 404
Wages 19 11,132 9,344
Social Contributions 19 5,249 4,136
Depreciation, amortization and provision charges 632 507
Other expenses 18 1,094 903
Operating expenses 35,586 27,565
OPERATING PROFIT (LOSS) (18,733) (13,078)
Financial income (expense) 20 (795) (680)
Current profit (loss) before tax (19,528) (13,758)
Exceptional income (expense) 21 (236) 210
Income tax 22 1,583 1,553
NET PROFIT (LOSS) 23 (18,181) (11,994)
Services for clinical pharmaceutical trials
Sercices intercompanies
13,055
1,898
12,394
1,726

C. NOTES REGARDING THE PARENT COMPANY FINANCIAL STATEMENTS

ACCOUNTING PRINCIPLES, RULES AND METHODS

a) Intangible assets

Intangible assets are valued at their acquisition cost, less settlement rebates and discounts and reductions, or at production cost.

An impairment loss is recognized when the present value of an asset is less than its net book value. As decided by management, expenses for software design are not accounted for under balance sheet assets.

Method and period of amortization of intangible assets:

Intangible Assets BASIS DURATION
Patents, licences, brandts Straight-line 1-5 years
Development costs Straight-line 3 years

With respect to Research and Development (R&D) costs, the majority of costs relate to work for the iBiopsy® business, which is currently in the basic research and applied research phases.

In the context of work carried out for the iCRO activity, the Company may potentially be unable to distinguish the research phase from the development phase at this time. All of these costs are therefore booked as expenses.

Research and development costs

Most of the research and development costs relate to work for the iBiopsy activity, which is currently in the basic research and applied research phase. The related costs are therefore not capitalized to date.

As part of the work carried out for the iCRO activity, the company proceeded for the first time to the recognition as fixed assets of the development costs of two software products produced internally. These relate to clearly individualized projects, with serious chances of technical success. Since this year, these two new tools in the development phase meet all the criteria as presented below. The company is now able to reliably assess development expenditure from that resulting from research.

Accounting regulations consider the recognition of development costs as the preferred method insofar as the following six cumulative conditions are met:

  • Technical feasibility necessary for the completion of the intangible asset;
  • Intention to complete the intangible asset;
  • Ability to use or sell the intangible asset;
  • Probable future economic benefits (existence of a market) ;

  • Availability of appropriate resources (technical, financial and other) to complete the development;
  • Ability to reliably estimate the expenditure attributable to the intangible asset during its development.

During the 2022 financial year, development costs meeting the accounting criteria detailed above were capitalized for a total amount of €959k. This amount was initially recognized in "Intangible assets in progress" during the year.

Of this total, €183k corresponds to development costs capitalized and completed during the year. They were transferred to "Intangible assets - Development costs" and were subject to an amortization of €31k over the financial year.

The remaining €775k for 2022 corresponds to developments not completed at the end of the financial year and remain recognized in "Intangible assets in progress".

As part of the work carried out for the iCRO activity, the company proceeded to capitalize the development costs of 2 software products produced internally. Capitalized development costs are amortized over a period of 3 years from the time the underlying fixed asset is put into service.

b) Tangible assets

Tangible assets are valued at their acquisition cost, less settlement rebates and discounts and reductions, or at production cost. An impairment loss is recognized when the present value of an asset is less than its net book value.

Method and period of amortization of tangible assets:

Tangible Assets BASIS DURATION
Developments on land not owned Straight-line 10 years
Vehicles Straight-line 5 years
Office equipment Straight-line 1-5 years
Office furniture Straight-line 8-10 years

c) Financial assets

Financial assets, excluding receivables, loans and deposits, are recorded at their acquisition cost (excluding incidental expenses) or at their contribution value.

When their inventory value at the closing date is lower than the book value, an impairment is recorded for the amount of this difference.

The inventory value of investments is determined by reference to their value in use (or their disposal value if it is greater). Value in use is estimated on the basis of the proportion of the subsidiary's equity that these investments represent.

d) Receivables

Receivables are valued at their nominal value. An impairment loss is recognized when the inventory value is lower than the net book value.

The impairment risk takes into account advances and deposits received.

e) Cash and cash equivalents

Cash and cash equivalents including all of the Company's liquidities.

f) Provisions

Provisions for contingencies and charges are recognized when the entity has an obligation to a third party and it is probable or certain that this obligation will result in an outflow of resources to the third party, without at least equivalent consideration expected from the third party.

This obligation must exist at the balance sheet date in order to be recognized. These provisions are estimated on the basis of the most probable assumptions at the balance sheet date.

g) Foreign currency translation of payables and receivables

Payables, receivables and cash in foreign currencies are translated as follows:

  • Translation of all debts, receivables and cash denominated in foreign currencies at the exchange rate on the closing date (Banque de France);
  • Recording of differences from the original values in accruals and deferrals (translation adjustment);
  • A provision for foreign exchange risk is established for unrealized losses after booking any neutralization of transactions subject to foreign exchange hedging.

h) Pension commitments

The commitment for retirement benefits was estimated and recorded on the basis of the provisions of the applicable collective labor agreement, namely the SYNTEC collective agreement. Pension commitments are calculated using the projected unit credit method.

The discounted value of the obligation is determined by discounting the estimated future cash withdrawals based on an interest rate of first class company bonds indicated in the currency of the benefit payment and whose duration is close to the average estimate for duration of the pension obligation concerned.

The calculation takes into account mortality, staff turnover, projected future salaries and social contributions applicable to retirement benefits.

i) Accounting of debt issuance costs

Median Technologies has opted to recognize debt issuance costs as assets (PCG Art 833 -2/1, 832 -2/1).

Issuance costs will be spread over the duration of the loan. These are bank charges as well as fees for external services providers.

j) Revenue recognition

The Company's main activities are:

  • The iCRO business, involving the sale of imaging services for clinical cancer trials using dedicated software.
  • The iBiopsy® business, based on the most advanced technologies in Artificial Intelligence (AI) and benefiting from Median's expertise in data science and processing of medical images. iBiopsy® aims to develop image-based non-invasive diagnostic tests and solutions and targets numerous indications where unmet needs exist in terms of early diagnosis, prognosis and treatment selection in the context of personalized medicine.

Revenue is generated by contracts for services provided in the "iCRO" business, namely the sale of imaging services for clinical trials in oncology using dedicated software.

Revenues from these contracts and the associated expenses are recognized as the services are provided, since the Group can claim reimbursement of costs incurred, increased by a reasonable margin, at the date of any termination of the contract by the client.

INTANGIBLE ASSETS

ASSETS
(in thousands of euros)
2021-12-31 Acquisitions Transfer
accounts
Sales / Disposals 2022-12-31
Research and development costs - 959 -
-
959
R&D software 773 - -
-
773
Software excluding R&D 340 - -
-
340
Licences 99 - -
-
99
Big Data Software 14 - -
-
14
Total 1,226 959 -
-
2,185
AMORTIZATIONS
(in thousands of euros)
2021-12-31 Provision Transfer
accounts
Recoveries 2022-12-31
Research and development costs - (31) - - (31)
R&D software (773) - - - (773)
Software excluding R&D (299) (15) - - (313)
Licences (69) (22) - - (91)
Big Data Software (14) - - - (14)
Total (1,154) (67) - - (1,222)

Intangible assets amounted to €963k as of December 31, 2022.

TANGIBLE ASSETS

ASSETS
(in thousands of euros)
2021-12-31 Acquisitions Transfer
accounts
Sales / Disposals 2022-12-31
Developments on land not owned 127 - -
-
127
Office equipment 51 - -
-
51
Transport equipment 14 - -
-
14
Computer equipment R&D 406 121 -
-
527
Computer equipment excluding R&D 1,134 276 -
-
1,410
Office furniture 67 10 -
-
77
Total 1,799 408 -
-
2,206
AMORTIZATIONS
(in thousands of euros)
2021-12-31 Provision Transfer
accounts
Recoveries 2022-12-31
Developments on land not owned (86) (7) - - (93)
Office equipment (34) (3) - - (37)
Transport equipment (14) - - - (14)
Computer equipment R&D (168) (93) - - (260)
Computer equipment excluding R&D (858) (189) - - (1,048)
Office furniture (55) (3) - - (59)
Total (1,216) (296) - - (1,511)

Tangible assets amounted to €695k as of December 31, 2022.

FINANCIAL ASSETS

a) Fixed assets and provisions

FIXED ASSETS 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Shareholdings 92 93 (1)
Other fixed securities 180 309 (128)
Loans 233 194 39
Other financial assets 271 309 (38)
Total 776 905 (129)
DEPRECIATION
(in thousands of euros)
2022-12-31 2021-12-31 Variation
Shareholdings (8) (10) 1
Other shares (1) - (1)

• Other fixed assets: 22,055 treasury shares acquired for €180k (accounted for by the "First-In, First-Out" - FIFO -method) and valued at the share price on December 31, 2022 for €180k. A provision in the amount of €1k was booked in the financial statements on December 31, 2022.

  • Loans: amount relating to the employer's contribution to the construction effort.
  • Other financial assets: Deposits and guarantees for an amount of €72k including €62k related to the lease of the premises. Cash mobilized and unavailable under the framework of the liquidity contract amounted to €199k.

b) Shares in subsidiaries and affiliates (€)

Companies (+50% subsidiaries) % Capital
held
Book value of
shares held
Net income at
12-31-2022 in
euros
Revenue at 12-
31-2022 in
euros
Share capital at
12-31-2022 in
currency
Reserves and
retained
earnings at 12-
31-2022 in
currency
Net income at
12-31-2022 in
currency
Revenue at 12-
31-2022 in
currency
Dividends
received
during the
period
MEDIAN Technologies Inc. Dollars US 100% 8 K€ 189 K€ 3 403 K€ 10 K USD -5 143 K USD 199 K USD 3 573 K USD -
MEDIAN Medical Technology Shanghai Co. Ltd 100% 83 K€ 1 254 K€ 10 856 K€ 1 497 K RMB 12 764 K RMB 8 853 K RMB 76 666 K RMB -

Median Technologies Hong Kong Ltd. was written off on 06/10/2022.

c) Related companies

The current accounts and equity investments of the Median Technologies Inc. subsidiaries are subject to a provision for 100% impairment. No provision was recorded on the securities of Median Medical Technology (Shanghai) Co., Ltd as of December 31, 2022.

(in thousands of euros) Amounts related to
transactions with
subsidiaries
Financial holdings 92
Provision for equity interest (8)
Other receivables : C/A
€ - Median Technologies Inc.
3,808
Other receivables : C/A \$
- Median Technologies Inc.
771
Provision on the current account (4,579)
Trade debts 33
Trade payables (11)
Trade receivables 290

TRADE AND OTHER RECEIVABLES

a) Classification by due date

Trade receivables Within one Within more
(In thousands of euros) 2022-12-31 year than one year
Trade and other receivables 2,742 2,742 -
Employee-related receivables - - -
Social organisations 0 0 -
State institutions 2,199 2,199 -
Group companies and shareholders 4,582 - 4,582
Sundry debtors 140 140 -
Gross Total 9,664 5,081 4,582
Trade and other receivables (Provisions) (241)
Group companies and shareholders (4,579)
Total 4,844

b) State receivables

These amount to €2,199k and include:

  • A research tax credit (CIR) and innovation tax credit (CII) for 2022 amounting to €1,583k. Tax credits are subject to demand for immediate repayment under the mechanism for European small and medium-sized enterprises. In this respect, the reimbursement of the CIR and CII relating to the 2021 financial year was obtained in September 2022.
  • A VAT reimbursement request amounting to €260k and €318k of VAT receivables.

c) Accrued revenue

Accrued revenue 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Customers, invoices to raise 131 98 34
Social organisations 0 - 0
Rebates and dicounts to obtain 5 2 3
Accrued interest 6 10 (4)
Other 32 4 28
Total 174 114 61

CASH

This concerns five bank current accounts for an amount of €17,747k. The accrued interest receivable amounts to €6k. Bank accounts in foreign currencies are valued at the month-end Banque de France exchange rate on the date of the annual closing of the accounts.

Cash and Cash equivalents
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Accrued interest receivable 6 10 (4)
Liquid assets 17,741 36,150 (18,409)
Total 17,747 36,160 (18,413)

MISCELLANEOUS ASSETS

Prepaid expenses came to €1,085k as of December 31, 2022 and concern operating expenses (office leases, server leases, various software, etc.). The amount on December 31, 2021 stood at €777k.

Miscellaneous assets
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Accruals and prepaid expenses 1,085 777 309
Loan issuance costs to be amortised 111 196 (85)
Foreign exchange assets 64 14 50
Total 1,260 986 274

Debt issuance costs to be amortized concern the financing agreement with the European Investment Bank (EIB) and stood at €111k as of December 31, 2022.

These costs must be amortized over the total term of the loan, depending on the disbursements made (€15m as of December 31, 2022 out of the €35m provided for in the contract). Initial amount of costs: €229k.

EQUITY

a) Changes in equity

The Company's share capital is composed of 15,493,449 shares divided into:

  • 15,470,248 ordinary shares with a nominal value of €0.05;
  • 23,200 class E preference shares with a value of €0.05 and,
  • 1 class B preference share with a value of €0.05.

The class E preference shares are shares that have no voting rights but benefit from the same financial rights as the ordinary shares.

The class B preference share is reserved for an industrial investor shareholder and gives the latter the right to be represented at any time by a Director on the Company's Board of Directors. It will automatically be converted into an ordinary share if certain statutory clauses are fulfilled.

Equity
(in thousands of euros)
2021-12-31 Acquisitions Sales /
Disposals
2022-12-31
Share Capital 775 15 - 790
Share Premium, reserves 86,379 77 13 86,443
BSA 2009 16 - - 16
BSA 2013 64 - - 64
BSA 2018 181 - - 181
BSA 2020 8 - - 8
BSA 2022 - 58 - 58
Retained earnings (61,961) (11,994) - (73,955)
Result (11,994) (18,181) (11,994) (18,181)
Total 13,468 (30,025) (11,981) (4,576)

b) Changes over the financial year

Capital
(In thousands of euros)
Capital Share premiums Total Number of
shares forming
Total at December 31, 2021 774,672 86,379,355 87,154,028 15,493,449
Exercise of free shares 13,250 (13,250) - 265,000
Exercice of stock options 2,150 76,725 78,875 43,000
Total at December 31, 2022 790,072 86,442,830 87,232,903 15,801,449

c) Financial instruments

New plan for 2022: Free shares 2022 (AGA 2022): 113,000

The Extraordinary General Meeting of June 14, 2022, authorized the Board of Directors to issue, on one or more occasions, in the proportions and at the times that it will assess, securities providing access to the capital with the characteristics of free shares (hereinafter the "AGA 2022"). The Board of Directors

meetings of July 20, October 18 and October 24, 2022 decided to grant 201,000 AGA 2022, divided into three plans, for which the vesting and retention periods will be arranged as follows:

Free Shares History Allocation
Date
Acquisition
Period
Variable
retention
Period
" AGA 2022-1" The Board of Directors of July 20, 2022 decided to award 39,000 free shares ("the AGA 2022-1"): the
acquisition and retention period will be as follows subject to the compliance of the presence
condition according to the plan for the allocation of free shares :
1/4 of AGA 2022-1 would be definitive after a one-year vesting period ; 20-Jul-22 20-Jul-23 1 an
1/4 of AGA 2022-1 would be definitive after a two-year vesting period; 20-Jul-22 20-Jul-24 n/a
1/4 of AGA 2022-1 would be definitive after a three-year vesting period; 20-Jul-22 20-Jul-25 n/a
1/4 of AGA 2022-1 would be definitive after a four-year vesting period. 20-Jul-22 20-Jul-26 n/a
" AGA 2022-2" The Board of Directors of July 20, 2022 decided to award 54,000 free shares ("the AGA 2022-2"): the
acquisition and retention period will be as follows subject to the compliance of the presence
condition according to the plan for the allocation of free shares :
1/2 AGA 2022-2, would be definitive after a one-year vesting period ;
1/4 AGA 2022-2, would be definitive after a three-year vesting period ;
20-Jul-22
20-Jul-22
20-Jul-24
20-Jul-25
n/a
n/a
1/4 AGA 2022-2, would be definitive after a four-year vesting period. 20-Jul-22 20-Jul-26 n/a
" AGA 2022-3" The Board of Directors of October 21, 2021 decided to award 30,000 free shares ("the AGA 2021-3"):
the acquisition and retention period will be as follows subject to the compliance of the presence
condition according to the plan for the allocation of free shares :
1/2 of AGA 2022-3 would be definitive after a two-year vesting period;
20-Jul-22 20-Jul-24 n/a
1/2 of AGA 2022-3 would be definitive after a two-year vesting period. 20-Jul-22 20-Jul-25 n/a
" AGA 2022-OM" The Board of Directors of October 18, 2022 decided to allocate 60,000 "AGA 2022-OM" free shares:
the vesting and retention period will be as follows, subject to compliance with the presence condition
provided for in the regulations of the free share plan:
All AGA 2022-OM would be final at the end of a two-year vesting period. 18-Oct-22 18-Oct-24 n/a
" AGA 2022-FB" The Board of Directors of October 24, 2022 decided to allocate 28,000 free shares "AGA 2022-FB": the
vesting and retention period will be as follows, subject to compliance with the condition of presence
provided for in the regulations of the free share plan:
All AGA 2022-FB would be final at the end of a one-year vesting period. 24-Oct-22 24-Oct-23 n/a

The free shares will be served by issuing new shares.

d) History of stock-options and warrants plans

Stocks Options

Date of the General
Meeting
Number of
authorised
securities
Grant date of
securities
Total number of
securities
allocated
Exercise limit
date
Number of
securities valid
not exercised 12-
31-2021
Number of
securities
allocated on
2022
Number of
securities
cancelled non
subscribed on
2022
Number of
securities
exercised on
2022
Number of
securities valid
not exercised 12-
21-2022
Number of
corresponding
shares
Exercise price
per share
Potential
increase in
capital
(nominal) in K€
6/26/2019 500,000 6/27/2019 94,516 6/26/2026 84,516 - - - 84,516 84,516 1.50 4
6/27/2019 257,500 6/26/2026 133,250 - - 30,500 102,750 102,750 1.50 5
6/27/2019 33,000 6/26/2026 13,000 - - - 13,000 13,000 1.50 1
1/16/2020 60,000 1/15/2027 60,000 - - - 60,000 60,000 1.50 3
1/16/2020 30,000 1/15/2027 30,000 - - - 30,000 30,000 1.50 2
6/19/2020 500,000 7/9/2020 50,000 7/8/2027 25,000 - - 12,500 12,500 12,500 2.65 1
6/14/2022 10,000 7/20/2022 10,000 7/20/2029 - 10,000 - - 10,000 10,000 12.43 1
Stock Options 1,010,000 535,016 345,766 10,000 - 43,000 312,766 312,766 16
6/1/2021 260,000 10/21/2021 260,000 260,000 - - 65,000 195,000 195,000 - 10
6/1/2021 542,000 10/21/2021 542,000 542,000 - 167,647 200,000 174,353 174,353 - 9
6/1/2021 30,000 10/21/2021 30,000 30,000 - - - 30,000 30,000 - 2
6/14/2022 39,000 7/20/2022 39,000 - 39,000 2,000 - 37,000 37,000 - 2
6/14/2022 54,000 7/20/2022 54,000 - 54,000 - - 54,000 54,000 - 3
6/14/2022 20,000 7/20/2022 20,000 - 20,000 - - 20,000 20,000 - 1
6/14/2022 60,000 10/18/2022 60,000 - 60,000 - - 60,000 60,000 - 3
6/14/2022 28,000 10/24/2022 28,000 - 28,000 - - 28,000 28,000 - 1
Free Shares 1,033,000 1,033,000 832,000 201,000 169,647 265,000 598,353 598,353 30
5/28/2018 130,000 5/30/2018 120,000 5/30/2025 120,000 - - - 120,000 120,000 9.50 6
6/26/2019 800,000 4/17/2020 800,000 4/17/2035 800,000 - - - 800,000 800,000 8.34 40
12/9/2022 40,000 12/12/2022 40,000 12/12/2029 - 40,000 - - 40,000 40,000 9.15 2
Warrants 970,000 960,000 920,000 40,000 - - 960,000 960,000 48
Total 3,013,000 2,528,016 2,097,766 251,000 169,647 308,000 1,871,119 1,871,119 94

Warrants

Warrants Historical record Subscription
Date
Expiry
Date
"2018 warrants" The General Meeting of May 28, 2018 decided to issue 130,000 securities giving access to capital with
the characteristics of warrants (BSA-2018). 120,000 BSA-2018 were subscribed at the price of 1.51
euros. The funds relating to this subscription were released in June 2018. The unit exercise price of
the 2018 warrants corresponds to 110% of the average of the 20 trading days preceding the date of
issue of the warrants, namely 9.5%. € per share. These BSA have a life expiring on May 30, 2025.
01-May-18 02-May-25
"BSA-BEI-A" The Board of Directors of April 17, 2020 confirmed the subscription of all 800,000 BEI-A BSA for a total
subscription price of € 8,000, released by offsetting with the debt of the same amount that the EIB
held on the society. The Board of Directors notes the definitive issue of the 800,000 BEI-A BSA to the
benefit of the EIB. The exercise price of these share subscription warrants was determined during the
fundraising on March 25, 2021. This is €8.34.
01-Apr-20 01-Apr-35
"BSA-2022" The General Meeting of December 9, 2022 decided to issue 40,000 securities giving access to capital
with the characteristics of stock warrants (BSA-2022). 40,000 BSA-2022 were subscribed at a price of
€1.46. The funds relating to this subscription were released in January 2023. These BSAs have a life
expiring on December 11, 2029.
12-Dec-22 11-Dec-29

PROVISIONS

a) Provisions for contingencies and charges

Provisions of Risks and Charges 2021-12-31 Provision Used Unused
(In thousands of euros) reversals reversals 2022-12-31
Provision for risks (1) 178 125 (178) - 125
Provision for exchange rate (2) 14 64 (14) - 64
Provision for charges (3) 767 49 - (140) 675
Total 959 239 (192) (140) 865

1) A provision for social contribution relating to free shares was recognized as of December 31, 2022;

2) A provision for exchange rate losses of €64k was recognized;

3) A decrease in the provision for retirement benefits was recorded on December 31, 2022.

b) Provisions for charges - Pension commitments

The commitment for retirement benefits was estimated on the basis of the provisions set out in the applicable collective labor agreement, namely the SYNTEC collective agreement.

Employee benefits
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Provision for employee benefits 675 767 (91)
Total 675 767 (91)

The following assumptions were made in determining this commitment:

Employee benefits 2022-12-31 2021-12-31
(Actuarial assumptions)
Discount rate 3.80% 0.95%
Salary increase rate 3.50% 3.50%
Social security costs 46% 46%
INSEE T68-FM INSEE T68-FM
Mortality table 2018-2020 2015-2017
66 years and 2 66 years and 2
months for months for
Retirement ages executives executives
and 64 years and 64 years
for employees for employees
Basis of retirement Voluntary Voluntary
retirement retirement
Turnover rates 2022-12-31 2021-12-31
Less than 25 year 9.00% 13.00%
Between 25 and 29 years 9.00% 13.00%
Between 30 and 34 years 7.00% 8.50%
Between 35 and 39 years 7.00% 8.50%
Between 40 and 44 years 5.00% 8.00%
Between 45 and 49 years 5.00% 8.00%
Between 50 and 54 years 0.00% 0.00%
55 years and more 0.00% 0.00%

In the prior financial year, the commitment came to €766k.

FINANCIAL LIABILITIES

Financial liabilities
(In thousands of euros)
2021-12-31 Increase Reduction/
Rebate
2022-12-31
Bank loans 15,900 954 - 16,854
Interest accrued on Loan 670 994 (954) 711
Financial liabilities 4 6 (4) 6
Total 16,575 1,954 (958) 17,571
Less 1 year 6
Between 1 and 5 years
More than 5 years
17,565
-

The first tranche of the financing agreement with the European Investment Bank (EIB) (presented in Note 27) with Median Technologies was paid on April 17, 2020. The current applicable interest rate is 6%. Interest accrues over a 1-year period, then is capitalized at the end of this period, to produce interest. All interest will eventually be repayable.

  • Initial loan: €15,000k
  • Interest year 1 : €900k (capitalized)
  • Interest year 2 : €954k (capitalized)
  • Accrued interest: €711k

OTHER LIABILITIES

a) Statement of liabilities

Other payables 2022-12-31 Within one Within more
(In thousands of euros) year than one year
Trade and other Payables 2,807 2,807 -
Employee-related liabilities 2,318 2,318 -
Social organisations 1,652 1,652 -
State institutions 95 95 -
Debts on fixed assets and other Payables 4 4 -
Other liabilities 376 376 -
Total 7,251 7,251 -

b) Accrued liabilities

Accrued liabilities 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Suppliers and other payables 1,323 878 446
Accrued interest payable 6 4 2
Social organisations 3,334 2,756 578
State institutions 7 3 3
Others 150 150 -
Total 4,820 3,791 1,029

For the full year 2022, social debts and debt owed to social organizations both rose, factoring in the substantial increase in staff during the period.

Other accrued liabilities relate to Directors' fees payable to Directors.

c) Advances and deposits received on orders

Advances and deposits received on orders amounted to €5,230k at December 31, 2022 and correspond to advance payments by clients when a contract is signed. These advance payments are theoretically reimbursable in the event that the contract ends (end of clinical trial, cancellation). Note that recent contracts stipulate that advance payments are not necessarily fully reimbursed in the event of cancellation. As of December 31, 2022, an amount of €985k concerned terminated contracts, for which repayment has not yet been made.

Other payables
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Advance Payments 5,230 6,409 (1,179)
Total 5,230 6,409 (1,179)

MISCELLANEOUS LIABILITIES

a) Foreign currency translation adjustments

Foreign currency translation adjustments were booked for an amount of €27k. These concern trade payables and receivables in foreign currencies. Foreign currency payables and receivables are valued at the month-end Banque de France exchange rate on the date of the annual closing of accounts.

b) Prepaid income

Prepaid income amounts to €0.6k and corresponds to services invoiced during the period but not yet performed.

REVENUE

Revenues
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Services provided 13,055 12,394 661
Services intercompanies provided 1,898 1,726 171
Total 14,953 14,120 833
Revenue
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Revenue FRANCE 592 2,255 (1,663)
Revenue USA/CANADA 5,539 3,637 1,902
Revenue UK 2,822 2,307 515
Revenue CHINA 2,877 3,990 (1,114)
Revenue OTHER EXPORTS 3,123 1,931 1,192
Total 14,953 14,120 833

Revenue from services provided to the pharmaceutical industry is recognized as performance of the services progresses. Intercompany services concern licensing costs and working hours provided by our operational teams for our Chinese subsidiary.

OTHER INCOME, REVERSALS OF PROVISIONS AND TRANSFERS OF CHARGES

Other income mainly corresponds to the following operating revenue:

  • €24k from aid to recruit young people;
  • €257k in exchange rate gains on trade payables and receivables;
  • €275k in prescribed trade payables;
  • €55k in staff costs (benefits in kind, repayments of social contributions and re-invoicing of training costs);
  • €140k in a provision reversal for employee termination benefits;
  • €65k in a provision for current accounts.

RESEARCH AND DEVELOPMENT (R&D) COSTS

Gross R&D costs eligible for a research tax credit amounted to €5,011k compared with a total of €35,586k in operating expenses for the period.

OTHER PURCHASES AND EXTERNAL EXPENSES

Other purchases and external costs
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Studies and services 6,533 5,502 1,031
Supplies not stored 171 91 80
Subcontracting 1,927 925 1,001
Rents and property service charges 882 550 332
Maintenance and repair 152 155 (3)
Insurance premiums 102 58 44
Miscellaneous external services 3,361 2,222 1,138
Intermediaries and fees 2,379 1,994 385
Advertising 459 226 233
Transport 37 36 0
Travel and entertainment 845 301 544
Postal and telecommunications expenditure 61 49 12
Bank services 168 146 21
Other operating expenses 33 14 19
Total 17,109 12,271 4,838

The €4,838k difference in expenses essentially reflects:

  • The increase in services invoiced by the US subsidiary for €1,497k (Subcontracting);
  • The increase in expenses related to pharmaceutical projects for an amount of €528k;
  • The increase in server hosting rentals for an amount of €275k;
  • The increase in fees (recruitment, lawyers, etc.) for €385k;
  • The increase in expenses related to studies and research and scientific trade fairs for €994k;
  • The increase in advertising and marketing costs for €233k;
  • The use of temporary staff during the financial year for €143k;
  • The increase in travel costs for €544k.

TAXES AND SIMILAR PAYMENTS

These concern primarily:

  • Contributions based on salaries (apprenticeship and professional training tax), for an amount of €187k;
  • Other taxes (territorial economic contribution CET, property tax, withholding tax, company car tax) for €78k;
  • Training costs for an amount of €105k.

STAFF COSTS

Staff costs at December 31, 2022 totaled €16,381k, compared to €13,479k in the previous financial year, representing an increase of 22%.

The average number of employees for FY 2022 was up 21%.

Wages and social contributions
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Wages 11,132 9,344 1,788
Social contributions 5,249 4,136 1,113
Total 16,381 13,479 2,901

OTHER EXPENSES % social contributions 47.15% 44.26%

These concern primarily:

  • Software license costs for an amount of €451k;
  • Remuneration for the Directors in 2022 of €150k;
  • Exchange rate losses on trade payables and receivables for an amount of €223k.

FINANCIAL INCOME (EXPENSE)

Financial expenses of €1,407k stemmed primarily from:

  • Interest on the EIB loan for an amount of €994k;
  • A provision for foreign exchange losses of €198k.

Financial income of €549k stemmed primarily from:

  • Foreign exchange gains amounting to €401k;
  • Interest relating to current accounts of subsidiaries amounting to €120k;
  • Interest of €28k from remuneration of the bank current account (Maxi-treasury).

EXCEPTIONAL INCOME (EXPENSE)

Exceptional expense stood at €236k mainly comprising losses on the buyback of own-shares for €224k.

CORPORATE TAX

Future tax liability relief is based on losses carried forward as of December 31, 2022 totaling €149,712k, representing potential tax relief of €37,428k (at a rate of 25%).

The tax benefit recognized at December 31, 2022 for the research tax credit amounted to €1,503k, compared to €1,473k at December 31, 2021. An innovation tax credit was recognized at December 31, 2022 amounting to €80k, compared to €80k at December 31, 2021.

NET PROFIT (LOSS)

As of December 31, 2022 the net loss for the year stood at €18,181k, representing net earnings per share of (€1.15).

Potentially dilutive instruments are presented in Note 8.

These instruments giving right to capital on a deferred basis are considered anti-dilutive because they lead to a reduction in the loss per share. Therefore, diluted earnings per share is identical to basic earnings per share.

AVERAGE HEADCOUNT

Average Staff 2022-12-31 2021-12-31 Variation
(nb)
Variation (%)
Executives 140 116 24 21%
Employees 7 5 2 40%
Total 147 121 26 21%

CONSOLIDATED FINANCIAL STATEMENTS

Median Technologies, the Group's parent company, has prepared consolidated financial statements on a voluntary basis in accordance with IFRS accounting rules, in view of the commitments made under the terms of the Subscription Agreements entered into by the Company on August 19, 2014 and July 2, 2015.

Median Technologies is located at 1800, Route des Crêtes, Les Deux Arcs - 06560 Valbonne, France and identified under the SIRET number 443 676 309 00042.

ADMINISTRATIVE AND MANAGEMENT BODIES

Remuneration of senior directors 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Wages and salaries (including social security contributions) 1,184 852 331
Wages and salaries to be paid Y-1 (including social contributions) (297) (247) (50)
Wages and salaries to be paid (including social contributions) 219 297 (78)
Director's fees 150 150 -
Total 1,255 1,052 203

COMMITMENTS

Loan agreement signed with the European Investment Bank (EIB)

a) On December 18, 2019 Median Technologies and the European Investment Bank (EIB) signed a financing agreement amounting to €35m, supported by the European Fund for Strategic Investment (EFSI) or the "Juncker Plan".

This financing, divided into three tranches, will allow Median Technologies to strengthen and accelerate the investment program for its iBiopsy® imaging phenomics platform over the coming years.

  • Tranche A for €15m released on April 17, 2020;
  • Tranche B for €10m (extension of the release period by one year End of year 2023);
  • Tranche C for €10m (expired as of December 31, 2022).

Median obtained payment of the first tranche on April 17, 2020. The contract was signed for a three-year period.

  • b) It expired on December 28, 2022 and a rider was subsequently signed. The latter essentially provides for:
    • A one-year contract extension for the part concerning the release of the second tranche (€10m), subject to the fulfillment of certain conditions precedent to be redefined in early 2023;
    • An extension to the one-year investment period on the iBiopsy® project;
    • Stipulation that Median Medical Technology (Shanghai) Co., Ltd will act as the guarantee material subsidiary under the contract.

At the end of the project defined in the contract

The financing obtained from the European Investment Bank (EIB) was allocated under the framework of the research and development operation for the iBiopsy® project. All of the financing granted should represent no more than 50% of all costs invested by the Company within the framework of this project. In the event that the financing should exceed 50% of these amounts, the bank could demand the immediate repayment of any excess amounts. Median Technologies' management committee is confident in its ability to achieve the objectives defined in the contract signed with the EIB within the allotted deadlines.

CONSOLIDATED FINANCIAL STATEMENTS ESTABLISHED UNDER IFRS ACCOUNTING RULES

The figures and information presented are based on the Group's consolidated financial statements, prepared on a voluntary basis and in accordance with IFRS accounting rules as adopted by the European Union.

MEDIAN Technologies ("the Company") is a French joint stock company (Société Anonyme) with a Board of Directors founded in 2002 and domiciled in France. The Company's registered office is located at Les Deux Arcs - 1800 Route des Crêtes – 06560 Valbonne.

The main fields of activity of the Company and its subsidiaries (together referred to as "the Group") are software publishing and the provision of services in the area of medical imaging for oncology.

The Group develops and markets software solutions and offers services optimizing the use of medical images for diagnosis and follow-up of patients suffering from cancer.

The Company has been listed on the Euronext Growth market in Paris since 2011 (formerly Alternext).

The consolidated financial position for the financial year ended December 31, 2022 came to €34,753k.

The consolidated income statement for the financial year shows a loss of €20,213k.

The financial year has a duration of 12 months from January 1, 2022 through December 31, 2022.

CONTENTS

A. CONSOLIDATED STATEMENT OF FINANCIAL POSITION - 61 -
B. CONSOLIDATED STATEMENT OF NET INCOME - 62 -
C. CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (OCI) - 62 -
D. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - 63 -
E. CONSOLIDATED STATEMENT OF CASH FLOWS - 64 -
F. NOTES TO THE FINANCIAL STATEMENTS DRAWN UP IN ACCORDANCE WITH IFRS ACCOUNTING RULES - 65 -

A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS (in thousands of euros) Notes 2022-12-31 2021-12-31
Intangible assets 3 963 72
Tangible assets 4 1,973 1,513
Non-current financial assets 5 306 264
Total non-current assets 3,242 1,849
Inventories - -
Trade and other receivables 6 5,955 5,000
Current financial assets 7 200 241
Other current assets 8 3,883 3,289
Cash and cash equivalents 9 21,473 39,010
Total current assets 31,511 47,539
TOTAL ASSETS 34,753 49,388
Liabilities (in thousands of euros) Notes 2022-12-31 2021-12-31
Share capital 11 790 775
Share premiums 11 86,770 86,649
Consolidated reserves (74,695) (63,377)
Unrealized foreign exchange differences 95 183
Net result 25 (20,213) (19,292)
Total shareholders' equity (7,253) 4,938
Of which the group share (7,253) 4,938
Non-current financial debts 14 17,620 16,144
Employee benefits liabilities 12 675 767
Deferred tax liabilities 16 277 241
Non-current provision 13 69 43
Total non-current liabilities 18,642 17,195
Current financial debts 14 530 375
Financial instruments 15 5,809 10,505
Trade and other payables 17 8,914 7,551
Liabilities on contracts 18 8,110 8,824
Total current liabilities 23,364 27,255
TOTAL LIABILITIES 34,753 49,389

B. CONSOLIDATED STATEMENT OF NET INCOME

Consolidated income statement (In thousands of euros) Notes 2022-12-31 2021-12-31
(12 months) (12 months)
Revenue 19 23,670 20,547
Other income 275 15
Revenue from ordinary activities 23,945 20,563
Purchases consumed 750 (117)
External costs 20 (18,846) (13,722)
Taxes 22 (404) (415)
Staff costs 21 (28,061) (17,364)
Allowances net of amortization, depreciation and provisions 3/4/21 (756) (567)
Other operating expenses (116) (1)
Other operating income 131 28
Operating result (23,356) (11,595)
Cost of net financial debt 24 (1,275) (1,189)
Other financial charges 24 (240) (6,612)
Other investment income 24 5,180 541
Net financial result 24 3,664 (7,260)
Income tax (expense) 25 (521) (437)
Net result 26 (20,213) (19,292)
Net result, group share (20,213) (19,292)
Net result , Group share of basic and diluted earnings per share 26 (1.28) (1.25)

C. CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME (OCI)

OTHER COMPREHENSIVE INCOME
(In thousands of euros)
Notes 2022-12-31
(12 months)
2021-12-31
(12 months)
NET RESULT (20,213) (19,292)
Unrealized foreign exchange differences (88) 123
Total items that may be reclassified (88) 123
Actuarial gains and losses on defined benefits plans 217 (1)
Deferred taxes on actuarial gains and losses (54) -
Total items that will not be reclassified 162 (1)
OVERALL RESULT (20,139) (19,171)

D. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share premiums Consolidated reserves Translation
Group shareholders Equity
(in thousands of euros)
Note Share capital Share
issue
premium
Equity
warrants
Total
share
premiums
Treasury
stock
Consolidat
ed
reserves
Other
comprehe
nsive
income
Total
consolidat
ed
reserves
reserves
-Other
comprehe
nsive
income
Consolidated result Total
2021-01-01 607 53,080 270 53,350 (280) (52,079) (217) (52,578) 6 1 (12,802) (11,362)
Appropriation of the result prior period (12,802) (12,802) 12,802 -
Capital increase 11 168 33,298 33,298 33,466
Attribution of equity warrants -
Change in unrealized foreign exchange differences 122 122
Variation in actuarial differences net of deferred taxes (1) (1) (1)
Result for current period (19,292) (19,292)
Share-based payments 1,847 1,847 1,847
Treasury shares 158 158 158
2022-01-01 775 86,378 270 86,649 (122) (63,034) (218) (63,377) 183 (19,292) 4,938
Appropriation of the result prior period (19,292) (19,292) 19,292 -
Capital increase 11 15 6 3 6 3 7 9
Attribution of equity warrants 5 8 5 8 5 8
Change in unrealized foreign exchange differences (88) (88)
Variation in actuarial differences net of deferred taxes 162 162 162
Result for current period (20,213) (20,213)
Share-based payments 7,853 7,853 7,853
Treasury shares (42) (42) (42)
2022-12-31 790 86,442 328 FAUX (164) (74,473) (56) (74,695) 9 5 (20,213) (7,253)

E. CONSOLIDATED STATEMENT OF CASH FLOWS

Consolidated Statement of Cash Flows (In thousands of euros) Notes 2022-12-31
(12 Months)
2021-12-31
(12 months)
CONSOLIDATED NET RESULT 2 4 (20,213) (19,292)
Allowances net of amortization, depreciation and provisions 845 685
Payment based on shares 2 1 7,853 1,847
Gains and losses on disposals (53) -
Cost of net financial debt 1 3 1,250 1,160
Change in the fair value of warrants 1 4 (4,696) 6,489
Other non-cash changes 288 349
Tax charge for the period , including deferred tax 2 3 521 437
OPERATING CASH FLOW (14,206) (8,325)
Changes in operating working capital requirement (955) (1,372)
(16) (16)
(617) (414)
Net cash flow from operating activities (15,793) (10,127)
Impact of changes in scope - -
Outflows on acquisitions of intangible assets - (44)
Outflows on acquisitions of tangible assets (1,387) (437)
Inflows on disposal of tangible and intangible assets - -
Outflows on acquisitions of financial assets (0) (229)
Inflows on disposal of financial assets - 3 9
Net cash flow from investing activities (1,387) (671)
Capital increase or contributions 1 0 165 33,435
Costs on capital increase 1 0 - -
Net disposal (acquisition) of treasury shares (42) 158
Loans Subscriptions and financial debt 1 3 - -
Loans Issuance costs - -
Repayment of debt related to rights to use of lease assets 1 3 (400) (390)
Net cash flow from financing activities (277) 33,203
Impact of changes in exchange rates (80) 289
Net change in cash and cash equivalents (17,538) 22,694
Cash and cash equivalents at start of the period 9 39,006 16,311
Cash and cash equivalents at end of the period 9 21,467 39,006

NOTE 1 Overview of major events - 66 -
NOTE 2 Accounting principles, valuation methods, IFRS options used - 68 -
NOTE 3 Intangible assets - 82 -
NOTE 4 Tangible assets - 82 -
NOTE 5 Non-current financial assets - 83 -
NOTE 6 Trade receivables - 84 -
NOTE 7 Current financial assets - 84 -
NOTE 8 Other current assets - 85 -
NOTE 9 Cash and cash equivalents - 85 -
NOTE 10 Financial instruments by category - 86 -
NOTE 11 Equity - 87 -
NOTE 12 Personnel commitments - 89 -
NOTE 13 Current and non-current provisions - 91 -
NOTE 14 Financial liabilities - 91 -
NOTE 15 Financial instruments - 92 -
NOTE 16 Deferred tax liabilities - 94 -
NOTE 17 Trade payables and other current liabilities - 95 -
NOTE 18 Contract liabilities - 96 -
NOTE 19 Revenue - 97 -
NOTE 20 External expenses - 98 -
NOTE 21 Staff costs - 99 -
NOTE 22 Taxes - 99 -
NOTE 23 Share-based payments - 100 -
NOTE 24 Financial income (expense) - 104 -
NOTE 25 Income tax - 104 -
NOTE 26 Earnings per share - 105 -
NOTE 27 Financial risk management objectives and policies - 106 -
NOTE 28 Off balance-sheet commitments and other eventual liabilities - 108 -
NOTE 29 Related party transactions - 109 -
NOTE 30 External auditor fees and their network - 109 -
NOTE 31 Dividends - 110 -
NOTE 32 Events subsequent to the financial year-end - 110 -

NOTE 1 OVERVIEW OF MAJOR EVENTS

a) iCRO business: further growth in revenue and extension of imaging services portfolio for biopharmaceutical companies with Imaging Lab

In 2022, Median Technologies' iCRO business, which provides services for image management in oncology trials to the biopharmaceutical industry worldwide, continued its growth. As of December 31, 2022, Median Technologies' revenue was €23.7m, a 15% increase compared to 2021 revenue. The Company's revenue is generated entirely by the iCRO division's commercial activity.

From May 2022 onwards, the iCRO division leveraged the technologies developed by the iBiopsy® division in artificial intelligence and data mining. iCRO is rounding out its portfolio of services for the pharmaceutical industry with the Imaging Lab offering. Imaging Lab enables the Company's customers to deeply exploit imaging data from their clinical trials, and to establish research collaborations for the identification of new biomarkers. Imaging Lab will provide new answers in four of the areas that determine the success of clinical programs: selection of patients included in trials, especially inclusion of patients diagnosed at early stages, prediction of response to therapy based on imaging, measurement of disease progression and evaluation of the safety of drug candidates. The Imaging Lab offer was launched during the 2022 American Society of Clinical Oncology (ASCO) conference in Chicago, United States.

The order backlog on December 31, 2022 stood at €60.9m, up €2.9m relative to December 31, 2021.

b) iBiopsy® business: clear progress in the iBiopsy® Lung Cancer Screening clinical development plan

In 2022, the Company announced that it had completed the development of its iBiopsy® Lung Cancer Screening CADe/CADx Software as a Medical Device (SaMD). The latter, which is powered by Artificial Intelligence and Machine Learning, achieved outstanding sensitivity and specificity performances.

In 2022, Median also initiated discussions with the United States Food and Drug Administration (FDA) with a view to preparing the application for regulatory and marketing approval for its iBiopsy® LCS CADe/CADx SaMD in the US during the first half of 2024. At the same time, the Company expects to obtain CE marking for its SaMD during the second half of 2024. The collection of images and retrospective data to be used in the iBiopsy® LCS CADe/CADx pivotal trial started at the end of 2022, as did recruitment of readers.

c) Cash

As of December 31, 2022, cash and cash equivalents stood at €21.5m, compared to €39m as of December 31, 2021.

d) Going concern

The financial statements of the Group as of December 31, 2022 have been prepared on a going concern basis, taking into account the data and assumptions set out below and the measures implemented by the Group's management. The Company is focused on the sale of services to pharmaceutical companies and on the invention and development of new medical devices. The Company's loss-making position in the years presented is not unusual in relation to the stage of development of its commercial activity and its innovative products. The Company has been able to finance its activities to date primarily through:

  • successive capital fundraisings ;
  • margins generated by the sale of services;
  • reimbursement of research tax credit claims by the French government;
  • the exercise of a tranche of financing under the financing agreement with the European Investment Bank.

As of the date of the Board of Directors' closing of the accounts as of December 31, 2022, the Board has estimated that the Company will be able to cover the financing needs of operations planned until December 2023 on the basis of the following elements:

  • the level of net consolidated cash and cash equivalents as of December 31, 2022 (including current bank facilities), which amounts to €21,5m;
  • the margins generated by the sale of services activity;
  • the repayment of research tax credit receivables by the French government;
  • the forecast cash consumption by the company's activities for the year 2023.

The Group has taken several concomitant steps to ensure the financing of its activities over the period under review and beyond:

  • Systematic prospecting and ongoing dialogue, accompanied by several investment banks, with new European and North American investors, with a view to carrying out a capital increase;
  • Advanced discussions with a historical shareholder of the Group with a view to subscribing to a loan in the form of convertible bonds in the amount of €10m, the terms and conditions of which are under negotiation at the date of publication of the 2022 Financial Report;
  • Possibility, under certain conditions, to exercise a second tranche of financing from the European Investment Bank for an amount of €10m.

Since its origin, the Group has demonstrated its ability to effectively implement its various financing options when necessary. However, in the absence of obtaining the necessary financing, the Group will consider solutions to reduce its costs by postponing some of its medical device development projects.consider solutions to reduce its costs by postponing some of its medical device development projects.

NOTE 2 ACCOUNTING PRINCIPLES, VALUATION METHODS, IFRS OPTIONS USED

a) Principles used in preparing the financial statements

The Group's consolidated financial statements for the financial year ended December 31, 2022 were drawn up voluntarily in accordance with international accounting standards (IAS/IFRS) applicable on that date as approved by the European Union (EU) for all of the periods submitted.

The texts adopted by the EU are published in the Official Journal of the European Union and can be consulted on EUR-Lex. The Group's accounting principles and methods are described hereinafter. The Group's consolidated financial statements were drawn up based on the historic cost principle, with the exception of certain categories of assets and liabilities, which are valued at their fair value.

The categories concerned are mentioned in the following notes.

Main standards, amendments and interpretations of mandatory application at January 1, 2022

  • Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets Onerous contracts, notion of costs that relate directly to fulfilling contracts Amendments effective from January 1, 2022;
  • Amendment to IAS 16 Property, Plant and Equipment Proceeds before Intended Use;
  • Annual Improvements 2018-2020 various provisions;
  • Amendment to IFRS 3 Reference to the Conceptual Framework;
  • IFRIC Interpretation accounting for configuration and customization costs in a Software as a Service (SaaS) arrangement (IAS 38 – Intangible Assets).

The adoption of the other new mandatory standards/amendments/interpretations listed above had no impact on the Group's financial statements.

Main standards, amendments and interpretations published by the IASB applicable in advance at January 1, 2022 in the EU (pending approval)

The Group did not apply these standards, amendments and interpretations in advance in the consolidated financial statements at December 31, 2022.

  • Amendment to IAS 1 regarding the Classification of Liabilities as Current or Non-current and Information on Accounting Policies;
  • Amendment to IAS 8 "Definition of Accounting Estimates";
  • Amendment to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction".

Main standards, amendments and interpretations published by the IASB not yet applicable at January 1, 2022 in the EU

In 2022, the principle standards published and not yet of mandatory application and not yet approved by the EU are:

  • Amendment to IAS 1 "Non-current liabilities with covenants";
  • Amendment to IFRS 16 regarding lease liabilities related to a sale and leaseback.

The Group is currently reviewing these new standards where applicable. The Group's management expects no impact on the consolidated financial statements from these standards, amendments and interpretations published by the IASB and not yet adopted by the EU or applicable in advance within the EU.

b) Use of judgements and estimates

To prepare the financial statements in accordance with IFRS, estimates, judgments and assumptions have been made by the Group. They could affect the amounts presented for asset and liability items, eventual liabilities on the date the financial statements were drawn up and the amounts shown for income and expense for the year. These estimates are based on the assumption of operating continuity, as described in Note 26 "Financial risk management objectives and policies", and are established according to information available at the time they are drawn up. They are valued continuously based on past experience as well as various other factors considered reasonable that constitute the basis of assessments of the accounting value of asset and liability items. The estimates may be reviewed if the circumstances on which they were based change or as a result of new information. The actual results could differ significantly from these estimates depending on different assumptions or conditions. Some of the Group's accounting policies and disclosures require measurement of the fair value of financial and non-financial assets and liabilities, including the measurement of the level 3 A warrants tied to the EIB loan. The Group has implemented a system to monitor fair value measurements. The Chief Financial Officer, who is responsible for overseeing all material fair value measurements, particularly level 3 measurements, works with an expert team from outside the Group. This team regularly reviews important, unobservable information and valuation adjustments. If fair value is measured using third-party information, the valuation team analyzes the information provided to ensure compliance with IFRS requirements and that the selected fair value hierarchy level is appropriate.

The estimates and assumptions that pose a substantial risk leading to a significant adjustment in the book value of assets and liabilities during the following period are analyzed hereafter.

R&D costs

According to IAS 38 - Intangible Assets, development costs are entered into the accounts as intangible assets solely if all of the following criteria are met:

  • technical feasibility necessary for accomplishment of the development project;
  • intention of the Company to complete the project and commission it;
  • capability of commissioning the intangible asset;
  • demonstration of the probability of future economic advantages linked to the asset;
  • availability of technical, financial and other resources to complete the project;
  • and reliable valuation of development expenses.

With respect to Research and Development (R&D) costs, most relate to work for the iBiopsy® business, which is currently in the basic research and applied research phases. To date, the costs for the project are not capitalized.

As part of the work carried out for the iCRO activity, the Company has capitalized the development costs of two internally produced software products. Both software products meet the criteria established by the IAS 38 standard, in the development phase. The two software products will be deployed as part of iCRO activities. Effective this year, these two new tools in the development phase fulfill all the above criteria. The Company is now positioned to reliably distinguish development and research expenses.

Capitalized development costs are amortized over a three-year period from the time the underlying asset is commissioned.

Share-based payments

The Group awards options (warrants, tax privileged start-up stock options, etc.) making it possible to acquire the Company's shares and other capital instruments, as well as free shares to members of the Group's management and employees. Determination of the fair value of share-based payments is based on a binomial model of option valuation that takes into account assumptions involving complex and subjective variables. In particular, these variables include the fair value of the Company's securities, expected volatility of the share price over the life cycle of the instrument as well as the present and future behavior of the holders of these instruments.

Accounting for corporate income tax

The Group is subject to income tax in France and other countries in connection with its international activities. Tax laws are often complex and subject to different interpretations by taxpayers and the competent tax authorities. The Group must make judgments and interpretations concerning application of these laws when determining provisions for taxes payable. Deferred tax assets corresponding mainly to the deficits that might be carried forward are recognized only to the extent that it is probable that a future taxable profit will be available. The Group must appeal to its judgment so as to determine the probability of the existence of a future taxable profit. This analysis applies jurisdiction by jurisdiction.

c) Scope and methods

The consolidated financial statements include the financial statements of the Company and the subsidiaries over which the Company directly exercises control. The Group controls a subsidiary when it is exposed to or has a right to variable earnings due to its links with the entity and it has the capacity to influence its earnings due to the power that it holds over it. The financial statements of the subsidiaries are included in the consolidated financial statements starting on the date on which the control is obtained until the date on which such control ends. During the first half of 2022, Median Technologies Hong-Kong Ltd. was liquidated.

Name Country Registered
office
Siret No (business
identification number)
Consolidation
method
% held
Median Technologies SA (parent) France France 44367630900042 Parent Parent
Median Technologies Inc. (subsidiary) United States United States Full
consolidation
100%
Median Medical Technology (Shanghai) Co., Ltd. (Subsidiary) China Shanghai Full
consolidation
100%

The consolidation scope is as follows:

The subsidiaries "Median US" and "Median CN" are fully controlled and consolidated. Transactions within the Group, balances and latent profits on operations between companies of the Group are eliminated. These subsidiaries' accounting methods are aligned with those of the Group. The Group has neither minority interests nor investments in an entity necessitating accounting by the equity method.

To the extent that the subsidiaries have been founded by the Group, no goodwill has been entered into the financial statements since these companies were founded.

d) Functional currency and reporting currency

The items included in the financial statements of each of the Group's entities are valued using the currency of the principal economic environment in which the entity carries out its activities ("the functional currency"). The consolidated financial statements are presented in Euros (€), the Group's functional currency and the Group's reporting currency.

e) Conversion of foreign currency transactions

Transactions and balances

Transactions shown in foreign currencies are converted into the functional currency using the exchange rate in effect on the transaction dates. Foreign exchange profits and losses resulting from the outcome of these transactions, like those resulting from translation into the rates in effect on the closing date, and monetary assets and liabilities shown in foreign currencies, are entered into the financial statements in the results on the lines "Financial Income" or "Financial Expenses".

Group Companies – Activity abroad

The financial statements of all of the Group's entities, none of which carries out its activities in an economy with hyperinflation, whose functional currency is different from the reporting currency are converted into the reporting currency according to the following terms and conditions:

  • Asset and liability items are converted to the closing price on the date of each statement of financial position;
  • Income and expenses for each entry of the income statement are converted at the average exchange rate;
  • all resulting translation discrepancies are entered into the financial statements as a separate component of equity in "Conversion reserves" in the "Consolidated reserves", which makes it possible to keep conversion of the share capital and reserves at the historical rate.

When an activity abroad is transferred in full or in part, and there is a notable loss of control or influence or joint control, the accrued amount of the related foreign exchange differences must be reclassified in the results as a transfer result. If the Group transfers a part of its equity interest in a subsidiary while retaining control, a proportional share of the accrued amount of exchange rate discrepancies is reallocated to the equity interests not giving control. When the Group transfers only a part of its equity interest in an associated company or a joint venture, while retaining notable influence or joint control, the corresponding proportional share of the accrued amount of foreign exchange discrepancies is reclassified in the results.

Net investment

Receivables held with consolidated foreign subsidiaries for which regulations are not predictable, are considered as net investments in foreign currencies. As such, and in accordance with IAS 21, the underlying foreign exchange gains and losses on such receivables in functional foreign currencies converted into Euros for the consolidation have been recorded in "Other Comprehensive Income" (OCI) and in "Conversion Reserves".

When the net investment is sold, the amount of the differences entered into the financial statements in "Conversion Reserves" so relating is reclassified in the results at the level of the sales income.

f) Distinction between current and non-current

The Group applies statement of financial position reporting distinguishing the current and non-current parts of the assets and liabilities.

The distinction between current and non-current items has been made according to the following rules:

  • assets and liabilities constituting the working capital requirements within the normal cycle of activity are classified as "current".
  • assets and liabilities outside a normal operating cycle are reported in "current" on the one hand and in "non-current" on the other, according to whether their due date is greater or less than one year.

g) Intangible assets

Intangible assets are initially entered into the financial statements at their historical acquisition cost or production cost by the Company and are amortized by the straight-line method generally over a period of 1 to 5 years.

As regards Research and Development (R&D) costs, please see the Note entitled "Use of judgements and estimates."

An impairment loss is recognized when the present value of an asset is less than its net book value.

Intangible assets Method Duration
Software and packages Straight-line 1 to 5 years
Software development costs Straight-line 3 years

h) Tangible assets

Tangible assets are recorded at their historical acquisition cost. The different components of a tangible asset are entered into the financial statements separately when their estimated life cycle and therefore their term of depreciation are significantly different. Amortizations for depreciation are calculated according to the straight-line method, according to the estimated periods of use of the assets and taking into account any applicable residual values.

Tangible fixed assets Method Duration
General installations on third party land Straight-line 10 years
Transport equipment Straight-line 5 years
Office equipment Straight-line 1 to 5 years
Furniture office Straight-line 8 to 10 years

Residual values, durations of use and methods for amortizing assets are reviewed and modified if necessary, at each year-end. Such changes are treated as changes in estimates.

i) Recoverable value of non-current assets

Assets are tested for impairment when there is an indication that they may be impaired, except for intangible assets with indefinite useful lives and intangible assets in progress, which are systematically tested for impairment, even if there is no indication of impairment.

The impairment test consists of comparing the net book value of the asset tested to its recoverable value. The test is carried out at the level of the Cash Generating Unit, if the asset does not generate cash separately, which is the smallest group of assets that includes the asset and for which continued use generates cash entries largely independent of those generated by other assets or groups of assets.

A loss in value is recognized at the level of the excess book value in comparison with the asset's recoverable value. The recoverable value of an asset corresponds to the fair value minus sale costs or its use value, if the latter is greater.

The fair value minus exit costs is the amount that can be obtained from the sale of the asset when a transaction under conditions of normal competition between well informed and consenting parties, lessens the exit costs.

Use value is the discounted value of the estimated future cash flows expected for the continued use of an asset and its exit at the end of its useful life. Use value is determined based on estimated cash flows according to plans or budgets drawn up over five years in general, with the flows then extrapolated for application of a growth rate that is constant or decreasing and discounted by using long-term market rates after taxes that reflect the market estimates of the time value of money and the specific risks of the assets. The end value is determined based on infinitely discounting the last cash flow of the test.

j) Trade receivables and depreciation

Trade receivables correspond to the amounts to be paid by customers for products sold and services provided in the normal context of the Group's activity. The Group uses the simplified model recommended by IFRS 9 for the impairment of trade receivables. Expected loss rates on trade receivables are calculated over their useful lives from initial recognition and are based on historical information. In addition, receivables in dispute or maturing in more than one year are depreciated at 100%.

The Group is not exposed, or very little exposed to risk thanks to the "Advance Payment" policy that it contracts with most of its customers. Customers pay between 15% and 30% of the amount of the contract signed before the start of the study and the start of the work carried out by the Group. The amounts advanced are reversed over the duration of the contract. The risk is mainly limited between the date of issue of the first advance invoice and its collection.

Payment terms are between 30 and 45 days, or even longer in certain specific cases. Note also that the market in which the Group is positioned allows it to work with very large pharmaceutical or biotechnology groups that have raised considerable amounts of funds and are therefore very solvent.

k) Financial assets

Accounting and initial valuation

A financial asset (except in the case of a trade receivable with no significant financing component) is initially measured at fair value, plus for an item not recognized at fair value through the income statement, transaction costs directly related to its acquisition or issue. A trade receivable with no significant financing component is initially valued at the transaction price.

On initial recognition, a financial asset is classified as measured at amortized cost, at fair value through other comprehensive income - debt instrument, at fair value through other comprehensive income equity security, or at fair value through the income statement.

Classification and subsequent valuation

The subsequent valuation of the gains and losses on financial assets is as follows:

  • Financial assets at fair value through the income statement: These assets are subsequently valued at fair value. Net profits and losses, including interest or dividends received, are recognized as income.
  • Financial assets at amortized cost: These assets are valued at a later point at the amortized cost using the effective interest rate method. The amortized cost is reduced by lost value. Proceeds from interest, foreign exchange profits and losses, and depreciations are recognized as income. Profits and losses resulting from derecognition are recorded as income.
  • Debt instruments at fair value through other comprehensive income: These assets are subsequently valued at fair value. Proceeds from interest, calculated using the effective interest rate method, foreign exchange profits and losses, and impairment are recognized as income. Other net profits and losses are recorded in other comprehensive income. On derecognition, profits and losses accumulated in other comprehensive income are reclassified as income.

Equity instruments at fair value through other comprehensive income: These assets are subsequently valued at fair value. Dividends are recognized as proceeds in income, unless the dividend clearly represents the recovery of one part of the investment cost. Other profits and losses are recognized in other comprehensive income and are never reclassified as income.

l) Cash and cash equivalents

"Cash and cash equivalents" includes liquid assets, bank sight deposits and other very liquid short-term investments having initial maturities that are less than or equal to three months and that are subject to the risk of significant fluctuation in value. For purposes of the cash flow statement, net cash includes cash and cash equivalents as defined above, net of current bank lending. In the statement of financial position, bank overdrafts appear in Current financial liabilities.

m) Equity

Classification as equity depends on a specific analysis of the characteristics of each instrument issued. Ordinary shares and preference shares have therefore been able to be classified as equity instruments. Accessory costs that may be directly attributed to the issuance of shares or options for shares are entered into the financial statements by deduction from equity, net of taxes.

n) Share-based payment

The Group has set up a certain number of share-based compensation plans for which the Group receives services in return from its employees. The fair value of the services provided by employees in exchange for the granting of options and free shares is expenses in the financial statements, in accordance with IFRS 2. The total amount expensed in the financial statements corresponds to the fair value of the instruments granted.

Conditions for acquisition of rights that are not market conditions or which are service conditions are included in assumptions concerning the number of instruments likely to become exercisable. The total expense is recognized over the acquisition period of the rights, which is the period during which all acquisition conditions of the specified rights must be satisfied. At the end of each financial year, the entity reexamines the number of instruments likely to become exercisable. If necessary, it recognizes in the income statement the impact of the review of its estimates, making a corresponding adjustment in equity ("Share-based payment").

When the instruments are exercised, the Company issues new shares. The amounts received when the options are exercised are credited to the entries "Capital Stock" (nominal value) and "Issue Premium", net of transaction costs that may be directly attributed.

o) Provisions

Provisions are recorded when the Group has a current obligation (legal or implicit) resulting from a past event, and when it is probable that an outlay of resources representing economic advantages will be necessary to settle the obligation and that the amount of the obligation may be estimated reliably. The estimate of the amount included in provisions corresponds to the outflow of resources that the Group is likely to incur to settle its obligation. If the effect of the time value of money is material, provisions are discounted using a pre-tax rate that reflects, where appropriate, the risks specific to the liability. Provisions corresponding to contingencies and charges are identified specifically.

p) Social commitments

The pension plans, benefits matched and other Company benefits that are analyzed as defined benefit plans (plan whereby the Group commits to guaranteeing an amount or level of defined benefit) are recorded on the statement of financial position based on an actuarial valuation of the commitments on the closing date. Pension commitments are calculated using the projected credit units method, taking into account the applicable social charges.

The discounted value of the obligation is determined by discounting the estimated future cash withdrawals based on an interest rate of first class company bonds indicated in the currency of the benefit payment and whose duration is close to the average estimate for duration of the pension obligation concerned. The calculations also include assumptions for mortality, staff turnover and future salaries. Any actuarial discrepancies are recorded in full in "Other comprehensive income" directly through equity. Contributions paid for the plans that are analyzed as defined contribution plans, namely, when the Group does not have any other obligation than payment of the contributions, are recorded in the financial statements expenses for the year.

q) Trade payables and related accounts

Trade payables and related accounts correspond to payment commitments for products or services that have been contracted with suppliers in connection with the Group's normal activity. Trade payables are initially entered into the financial statements at their fair value and later revalued at their amortized cost using the effective interest rate method.

r) Financial liabilities

Financial liabilities accounted for at their amortized cost

Financial liabilities entered into the financial statements at their amortized costs are initially recorded at the fair value of the amount received minus transaction costs directly applicable. Following their initial recognition, loans bearing interest are valued at their amortized cost, using the effective interest rate method. A fraction of less than one year of financial liabilities is presented in current liabilities.

Financial liabilities recorded at fair value through the income statement

These are liabilities held for trading purposes, i.e., liabilities that are intended to be used in the short term. They are valued at their fair value, and any changes in fair value are recognized in the income statement.

s) Taxes payable and deferred

Tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered or paid to tax authorities. Tax rates and financial regulations used to determine these amounts are those that have been adopted or virtually adopted on the closing date.

Deferred taxes are recognized, using the statement of financial position and liability method, for all temporary differences existing at the statement of financial position date between the tax base of assets and liabilities and their carrying amount in the statement of financial position, as well as for losses carried forward.

Deferred tax assets are recorded in the statement of financial position to the extent that it is probable that a taxable profit will be available, from which these deductible temporary differences, losses carried forward before taxes and tax credits not used may be deducted during later years. Deferred tax assets and liabilities are not discounted.

t) Revenue

The Group's main activities are:

  • The iCRO business, involving the sale of imaging services for clinical trials in oncology using dedicated software;
  • The iBiopsy® business, based on the most advanced technologies in AI and benefiting from Median's expertise in data science and processing of medical images. iBiopsy® aims to develop image-based non-invasive diagnostic tests and solutions and targets numerous indications where unmet needs exist in terms of early diagnosis, prognosis and treatment selection in the context of personalized medicine.

Revenue is generated mostly from contracts for delivery of services performed in the "iCRO" activity, namely the sale of imaging services for clinical trials in oncology using dedicated software.

Revenue from these contracts and the associated expenses are recognized as the services are provided in accordance with IFRS 15 paragraph 35(a), with customers simultaneously receiving and consuming the imaging services performed by Median.

u) Research and innovation tax credit

Research tax credits are granted to companies by the French government so as to provide an incentive for conducting technical and scientific research.

Companies that justify expenses fulfilling the criteria required (research expenses located in France or, since January 1, 2005, within the European Community or in another State that is part of the agreement concerning the European Economic Space and has entered into a tax agreement with France containing an administrative assistance clause) benefit from a tax credit that may be used for payment of income tax due for the financial year when the expenses occurred and during the three following financial years or, if applicable, may be reimbursed for its excess portion.

Within the Group, expenses eligible for research tax credits are largely generated by personnel costs and external expenses.

The Group has therefore opted for the research tax credit as a means of reducing personnel costs and external costs.

v) Leases

A lease contract is a contract, or part of a contract, by which the right to use an underlying asset is assigned for a certain period of time for consideration.

In accordance with the exemptions authorized by IFRS 16, the Group has chosen to apply IFRS 16 to all of its leases, except:

  • short-term lease contracts, the initial term of which is equal to or less than 12 months;
  • lease contracts for which the underlying asset is of low value, considering the value of the asset in new condition.

These leases are recognized as lease liabilities using the straight-line method over the duration of the contract.

Accounting for leases according to IFRS 16

For any lease contract concerned, the application of IFRS 16 consists of recognizing in the statement of consolidated financial position at the commencement date of the lease, a right of use on lease contracts and a lease liability. The Group presents "right of use" assets under tangible assets, while the lease liability is recorded under "Non-current financial debts" and "Current financial debts".

The right of use is valued at its cost, including:

  • the initial amount of the lease obligation;
  • advance payments made to the lessor, net of any benefits received from the lessor;
  • the initial direct costs incurred by the lessee for the conclusion of the contract;
  • an estimate of the costs of dismantling or restoring the leased asset according to the terms of the contract.

The lease liability is recorded at an amount equal to the present value of the lease payments over the term of the contract. The amounts taken into account for lease payments in the valuation of the liability are:

  • fixed rents;
  • variable rents based on a rate or index;
  • any residual value guarantees granted to the lessor;
  • the strike price of a call option if exercise of the option is reasonably certain;
  • penalties for termination or non-renewal of the contract.

Variable lease payments that are based on something other than a rate or an index, such as those based on use of the leased asset or on its performance are excluded from the valuation of the liability.

Determination of the duration of a contract

The duration of the contract is defined as the non-cancellable period during which the lessee has the right to use the underlying asset, to which must be added the periods covered by:

  • renewal options for which the exercise is reasonably certain and,
  • termination options that the lessee is reasonably certain not to exercise.

In estimating the duration of its lease contracts, the Group distinguishes two categories of underlying assets:

  • real estate: the duration retained corresponds to the initial duration of the lease contract plus any extension options that the Group has reasonable certainty of exercising.
  • movable property (including transport equipment in particular): the period chosen generally corresponds to the non-cancellable duration of the contract. Indeed, in the event of a renewal option, the Group considers that it is not reasonable to exercise the renewal options, given the nature of the leased goods and the ease of replacing them.

Determination of the discount rate for lease liabilities

The Group considers that it is impossible to easily determine the implicit interest rate of its lease contracts. Consequently, the Group has chosen to apply the marginal borrowing rate to all of its leases.

The marginal borrowing rate corresponds to the interest rate that the Group would have to pay to borrow, for a period and with a similar guarantee, the funds necessary to procure a property of similar value to the assets under the Right of use on lease contracts in a similar economic environment.

The Group determines its marginal borrowing rate from interest rates granted by different sources of external funding. The rates used reflect the interest rate on a loan whose payment profile is similar to that of leases.

Subsequent evaluation

The right of use is amortized on a straight-line basis over the shortest period between the duration of the lease contract or the useful life of the right of use. If the contract transfers ownership of the asset to the lessee, or if there is a purchase option the exercise of which is reasonably certain, the right of use will be amortized over the useful life of the underlying leased asset. Lease liabilities are revalued according to:

  • an increase reflecting the discounting charge for the period using the incremental borrowing rate applied to the lease, with an offsetting entry in interest expense on leases;
  • a decrease reflecting lease payments over the period;
  • an increase reflecting the update of the lease index period or lease growth rate, if applicable, in return for the right of use on lease contracts in the consolidated statement of financial position;
  • an increase or decrease reflecting a re-estimate of future lease payments as a result of a change in estimate over the lease duration, in return for the right of use on lease contracts in the consolidated statement of financial position.

w) Sector information

The Median Group provides innovative imaging services for clinical trials in oncology and integrates the latest advances in AI into its platforms to access information contained in medical images, which is currently inaccessible. The two proprietary platforms are:

  • iSee® for imaging services in clinical trials;
  • and iBiopsy® for non-invasive imaging-based diagnostics.

They harness the power of medical images to accelerate therapeutic innovation and improve care for patients with cancer and other chronic diseases.

The iBiopsy® platform is currently in the research and development phase, and all the work carried out cannot currently be considered as an activity as such.

The iCRO activity which uses the proprietary iSee® platform is, to date, the only activity generating revenue. The Group generates its revenue mainly in the following geographical areas:

  • Europe;
  • North America;
  • Asia (China mainly through its subsidiary Median Medical technology (Shanghai) Co., Ltd.

Research and development costs, production costs, regulatory expenses and most marketing and administrative costs are incurred in France. At this stage, these costs are not subject to a strict breakdown by geographic area where the Group's products are marketed.

The Group's activity, which is currently concentrated solely on the iCRO activity, leads the Group's management to monitor operations in a global and unified way. The chief operating decision maker reviews operational results and plans, monitors cash and decides on Group-wide resource allocation.

The Group has therefore identified a single operating segment that meets the criteria of IFRS 8. This presentation could be modified in the future, depending on the evolution of the Group's activities and operational criteria.

x) Earnings per share

Basic earnings per share is calculated by dividing income attributable to holders of the Company's ordinary shares by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is determined by adjusting income attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the dilutive effects of all potential ordinary shares. In the Group's case, this implies warrants, free shares, founders share warrants and other stock options issued.

NOTE 3 INTANGIBLE ASSETS

Depreciation Depreciation
Intangible Assets Gross Value and Net value Gross Value and Net value
(In thousands of euros) amortization amortization
2022-12-31 2021-12-31
Patents, licenses, brands 1,410 (1,222) 188 1,226 (1,154) 72
Other intangible assets - - - - - -
Intangible assets in progress 775 - 775 - - -
Total 2,185 (1,222) 963 1,226 (1,154) 72

Intangible assets are composed mainly of software licenses acquired.

Balance changes over the period are analyzed as follows:

Depreciation Depreciation
Intangible Assets Gross Value and Net value Gross Value and Net value
(In thousands of euros) amortization amortization
2022-12-31 2021-12-31
Opening Balance 1,226 (1,154) 72 1,182 (1,125) 57
Additions 959 - 959 44 - 44
Terminated, discarded - - - - - -
Changes in depreciation and amortization - (68) (68) - (30) (30)
Effects of exchange fluctuations - - - - - -
Closing balance 2,185 (1,222) 963 1,226 (1,154) 72

During the period, the Company capitalized the development costs of two internally produced software products. Both software products meet the criteria established by the IAS 38 standard, in the development phase. The two software products will be deployed as part of iCRO activities.

NOTE 4 TANGIBLE ASSETS

Depreciation Depreciation
Tangible Assets Gross Value and Net value Gross Value and Net value
(In thousands of euros) amortization amortization
2022-12-31 2021-12-31
Construction, planning 127 (89) 38 127 (86) 41
Assets related to the Usage right - Constructions,
planning 1,528 (965) 563 1,521 (808) 713
Other tangible assets 2,093 (1,365) 728 1,824 (1,210) 614
Assets related to the Usage right - Other
tangible assets 282 (178) 105 282 (137) 145
Advance on Tangible Assets - - - - - -
Total 4,031 (2,597) 1,434 3,754 (2,241) 1,513

The activated right of use for buildings amounted to €2,174k. This mainly concerns the lease for the Valbonne premises and the lease for premises in Shanghai.

The gross amount of assets associated with the right of use of other tangible assets stood at €282k and primarily concerns transportation equipment.

Other tangible fixed assets mainly concern computer equipment (computers, servers).

Balance changes over the period are analyzed as follows:

Depreciation Depreciation
Tangible Assets Gross Value and Net value Gross Value and Net value
(In thousands of euros) amortization amortization
2022-12-31 2021-12-31
Opening Balance 3,755 (2,242) 1,513 3,272 (1,664) 1,608
Acquisitions 262 - 262 437 - 437
Disposals, discarded - - - (81) 80 (1)
Other mouvement - - - 93 - 93
Changes in depreciation and amortization - (345) (345) - (642) (642)
Exchange rate fluctuations 14 (10) 4 34 (16) 18
Closing balance 4,943 (2,970) 1,973 3,755 (2,242) 1,513

The equipment purchased over the period mainly concerns IT equipment made available to the Company's employees (servers, computers etc.).

Variation in the right of use recorded in accordance with IFRS 16 is as follows:

Assets related to the rights of use
(In thousands of euros)
Gross value Depreciation and
amortization
Net
2021-12-31 1,804 (946) 858
Acquisitions 817 - 817
Disposals, discarded (18) 1 8 -
Other mouvement - - -
Changes in depreciation and amortization - (425) (425)
Exchange rate fluctuations (32) 7 (25)
2022-12-31 2,570 (1,346) 1,225

Acquisitions relate to the new lease agreement signed in the 2022 financial year for the new Shanghai office.

The interest expense on lease obligations as well as the expense recognized in accordance with paragraph 6 of IFRS 16 on short-term leases is not material.

NOTE 5 NON-CURRENT FINANCIAL ASSETS

Non Current financial assets
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Guarantees and deposits 74 68 5
Loans 233 196 37
Total 306 264 42

Non-current financial assets have a maturity of over five years.

NOTE 6 TRADE RECEIVABLES

Trade receivables break down as follows:

Trade receivables
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Customers 6,196 5,241 955
Depreciations (241) (241) (0)
Total 5,955 5,000 955

The fair value of trade receivables and related accounts is equivalent to book value, given their due date of less than one year. The breakdown of receivables in Euros (€) and by currency, at December 31, 2022 was the following:

Payment schedules for trade receivables are as follows:

Trade receivables
(In thousands of euros)
Total Not yet due 1 to 30 days 30 to 60 days more than
60 days
Customers 6,196 2,412 1,518 885 1,382
Depreciations (241) - - - (241)
Total 5,955 2,412 1,518 885 1,141

Trade receivables due in more than sixty (60) days mainly concern the Chinese company, for which special circumstances linked to invoicing generate longer collection periods.

NOTE 7 CURRENT FINANCIAL ASSETS

Current financial assets are analyzed as follows:

Current financial assets
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Cash mobilized - liquidity contract 200 241 (41)
Guarantees and deposits - - -
Total 200 241 (41)

In May 2011, the Group set up a liquidity contract with an approved manager at the time it was listed on the stock market for a maximum amount of €250k. This contract enables regulation of the share price. The cash mobilized is immediately available in the event of termination of the service provider's contract. This cash has a due date of one year maximum.

In December 2017, an additional contribution of €150k was made, bringing the total amount provided under the liquidity contract to €400k.

NOTE 8 OTHER CURRENT ASSETS

Other current assets are analyzed as follows:

Other current assets
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Research tax credit 1,503 1,489 14
Innovation tax credit 80 80 -
Prepaid expenses 1,333 844 489
Other receivables 966 876 91
Total 3,883 3,289 594

The research tax credit receivable recognized on December 31, 2022 corresponds to the research tax gain on expenses during the 2022 financial year. A tax receivable relating to the innovation tax credit was also recognized. The receivable recognized on December 31, 2021 corresponds to the research tax gain on expenses for the 2021 financial year and was cashed in September 2022. The Company has benefited from the research tax credit since its creation and this receivable is subject to reimbursement over the subsequent period by the tax administration. Other receivables primarily concern tax receivables (valueadded tax).

NOTE 9 CASH AND CASH EQUIVALENTS

Cash and cash equivalents at year-end broke down as follows on December 31, 2022:

Cash and cash equivalents
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Short-term deposits - - -
Liquid assets 21,473 39,010 (17,537)
Total 21,473 39,010 (17,537)
Cash and cash equivalents
(In thousands of euros)
2022-12-31 2021-12-31 Variation
EUR 15,409 33,272 (17,863)
USD 2,686 3,206 (520)
CNY 3,378 2,532 846

The amount of cash and cash equivalents appearing on the statement of financial position and the amount of net cash appearing in the cash flow stable is determined as follows:

Net Cash and Cash flow 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Cash and cash equivalents 21,473 39,010 (17,537)
Outstanding bank overdrafts (6) (4) (2)
Total 21,467 39,006 (17,539)

NOTE 10 FINANCIAL INSTRUMENTS BY CATEGORY

a) Assets

Class of financial assets by category Stated at fair Loans and 2022-12-31 Fair value
(In thousands of euros) value receivables Level
Non-current financial assets - 306 306
Trade and other receivables - 5,955 5,955
Current financial assets - 200 200
Other current assets (excluding prepaid expenses) - 2,550 2,550
Cash and cash equivalents 21,473 - 21,473 Level 1
Total 21,473 9,010 30,483
Stated at fair Loans and Fair value
Class of financial assets by category
(In thousands of euros)
value receivables 2021-12-31 Level
Non-current financial assets - 264 264
Trade and other receivables - 5,000 5,000
Current financial assets - 241 241
Other current assets (excluding prepaid expenses) - 2,445 2,445
Cash and cash equivalents 39,010 - 39,010 Level 1

b) Liabilities

Class of financial liabilities by category Stated at fair Liabilities at 2022-12-31 Fair value
(In thousands of euros) value amortized cost Level
Non current financial debts - 17,620 17,620
Current financial debts - 530 530
Current financial instruments 5,809 - 5,809 Level 3
Trade payables and other liabilities - 8,914 8,914
Liabilities on contracts - 8,110 8,110
Total 5,809 35,175 40,984
Class of financial liabilities by category Stated at fair Liabilities at Fair value
Class of financial liabilities by category
(In thousands of euros)
Stated at fair
value
Liabilities at
amortized cost
2021-12-31 Fair value
Level
Non current financial debts - 16,144 16,144
Current financial debts - 375 375
Current financial instruments 10,505 - 10,505 Level 3
Trade payables and other liabilities - 7,416 7,416
Liabilities on contracts - 8,824 8,824
Total 10,505 32,759 43,264

The level 3 fair value financial liability classes are solely tied to the share warrants issued under the contract signed with the European Investment Bank (EIB). (See Note 15)

NOTE 11 EQUITY

c) Capital and share premiums

At December 31 2022, the Company's capital consisted of 15,801,449 shares divided between:

  • 15,778,248 ordinary shares with a nominal value of €0.05;
  • 23,200 class E preferred shares with a value of €0.05;
  • and 1 class B preference share with a value of €0.05.

The class E preference shares are shares that have no voting rights but benefit from the same financial rights as the ordinary shares.

The class B preference share is reserved for an industrial investor shareholder and gives the latter the right to be represented at any time by a Director on the Company's Board of Directors. It will automatically be converted into an ordinary share if certain statutory clauses are fulfilled.

Capital
(In thousands of euros)
Capital Share premiums Total Number of shares
forming the share
capital
Total at December 31, 2021 775 86,649 87,423 15,493,449
Exercise of free shares 1 3 (13) - 265,000
Exercice of stock options 2 7 7 79 43,000
Exercise of warrants - 58 58 -
Total at December 31, 2022 790 86,770 87,560 15,801,449

d) Equity

As part of the liquidity contract put in place following the listing on the stock exchange, the Company has treasury shares and generates capital gains and losses on sales or buybacks of these shares. These shares, as well as the effect of the capital gains and losses realized on the sale and buyback of these treasury shares, are deducted from consolidated reserves.

At December 31 2021, the impact of the cancellation of 22,055 treasury shares, deducted from consolidated reserves, amounted to a total of €42k.

The amount deducted from the treasury share reserve takes into account the treasury shares' value as well as the gains or losses realized on fluctuations in these treasury shares.

The treasury shares are not intended to be allocated to employees as part or the free share allocation plan and are only aimed at regulating the share price as part of the liquidity contract.

As of December 31, 2022, the Company did not hold any other uncancelled treasury shares.

e) Stock options and free share allocations

Using the authorization conferred by multiple general meetings, the Board of Directors has issued the following stock option or free share plans:

Date of the General Number of authorised Grant date of Total number of Number of securities Number of securities Number of securities Number of securities Number of securities Number of Exercise price per Potential increase in
Meeting securities securities securities allocated Exercise limit date valid not exercised 12- allocated on 2022 cancelled non exercised on 2022 valid not exercised 12- corresponding shares share capital (nominal)
31-2021 subscribed on 2022 21-2022
6/26/2019 500,000 6/27/2019 94,516 6/26/2026 84,516 - - 84,516
-
84,516 1.50 4,226
6/27/2019 257,500 6/26/2026 133,250 - - 30,500 102,750 102,750 1.50 5,138
6/27/2019 33,000 6/26/2026 13,000 - - 13,000
-
13,000 1.50 650
1/16/2020 60,000 1/15/2027 60,000 - - 60,000
-
60,000 1.50 3,000
1/16/2020 30,000 1/15/2027 30,000 - - 30,000
-
30,000 1.50 1,500
6/19/2020 500,000 7/9/2020 50,000 7/8/2027 25,000 - - 12,500 12,500 12,500 2.65 625
6/14/2022 10,000 7/20/2022 10,000 7/20/2029 - 10,000 - 10,000
-
10,000 12.43 500
Stock-Options 1,010,000 535,016 345,766 10,000 - 43,000 312,766 312,766 15,638
6/1/2021 N D 10/21/2021 260,000 260,000 - - 65,000 195,000 195,000 - 9,750
6/1/2021 N D 10/21/2021 542,000 542,000 - 167,647 200,000 174,353 174,353 - 8,718
6/1/2021 N D 10/21/2021 30,000 30,000 - - 30,000
-
30,000 - 1,500
6/14/2022 N D 7/20/2022 39,000 - 39,000 2,000 37,000
-
37,000 - 1,850
6/14/2022 N D 7/20/2022 54,000 - 54,000 - 54,000
-
54,000 - 2,700
6/14/2022 N D 7/20/2022 20,000 - 20,000 - 20,000
-
20,000 - 1,000
6/14/2022 N D 10/18/2022 60,000 - 60,000 - 60,000
-
60,000 - 3,000
6/14/2022 N D 10/24/2022 28,000 - 28,000 - 28,000
-
28,000 - 1,400
Free Shares - 1,033,000 832,000 201,000 169,647 265,000 598,353 598,353 29,918
5/28/2018 130,000 5/30/2018 120,000 5/30/2025 120,000 - - 120,000
-
120,000 9.50 6,000
6/26/2019 800,000 4/17/2020 800,000 4/17/2035 800,000 - - 800,000
-
800,000 8.34 40,000
12/9/2022 40,000 12/12/2022 40,000 12/12/2029 - 40,000 - 40,000
-
40,000 9.15 2,000
Warrants 970,000 960,000 920,000 40,000 - - 960,000 960,000 48,000
Total 1,980,000 2,528,016 2,097,766 251,000 169,647 308,000 1,871,119 1,871,119 93,556
ND : Non determinable

The impact on the comprehensive income statement of share-based payments is presented in Note 26. The financial instruments concerned by share-based payments are stock option and free share plans awarded to employees or managers of the Company.

NOTE 12 PERSONNEL COMMITMENTS

a) Defined benefit retirement plans

Personnel commitments are composed exclusively of any benefits subsequent to employment. In France, the Company contributes to the national pension plan and its commitments with employees in terms of pension are limited to a one-time benefit based on seniority paid when the employee reaches retirement age. This employee benefit is determined for each employee according to their seniority and last expected salary. A provision has been recorded for this obligation concerning the defined benefit plan. The Company does not have any asset covering defined benefit plans.

The changes in these commitments may be analyzed as follows:

Employee benefits
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Provision for employee benefits 675 767 (91)
Total 675 767 (91)

Changes in these commitments and the main actuarial assumptions used are the following:

Employee benefits
(In thousands of euros)
2022-12-31 2021-12-31
Opening provision 767 708
Current service cost 100 49
Cost of interest 26 8
Charge in the year 125 57
Benefits paid - -
Net actuarial (gains) / losses (217) 1
Closing provision 675 767
Employee benefits
(Actuarial assumptions)
2022-12-31 2021-12-31
Discount rate 3,80% 0,95%
Salary increase rate 3,50% 3,50%
Social security costs 46% 46%
Mortality table INSEE T68-
FM 2018-2020
INSEE T68-
FM 2016-2018
Retirement ages 66 years and 2
months for
executives
and 64 years
for employees
66 years and 2
months for
executives
and 64 years
for employees
Basis of retirement Voluntary
retirement
Voluntary
retirement

As recommended by standard IAS 19, turnover rates were recalculated at the end of the 2021 financial year as follows:

Turnover rates 2022-12-31 2021-12-31
Less than 25 years 9,00% 13,00%
Between 25 and 29 years 9,00% 13,00%
Between 30 and 34 years 7,00% 8,50%
Between 35 and 39 years 7,00% 8,50%
Between 40 and 44 years 5,00% 8,00%
Between 45 and 49 years 5,00% 8,00%
Between 50 and 54 years 0,00% 0,00%
55 years and more 0,00% 0,00%

Assumptions related to future mortality rates are determined on the basis of data from statistics published in France.

A sensitivity analysis has been performed for this plan and the key assumption of the discount rate. A change in this rate applied to the financial year in consideration for this plan would have the following impact on the Group's gross commitment under the defined benefit pension plan:

Sensitivity to the discount rate
(In thousands of euros)
2022-12-31
Actuarial debt at 2.75% 1,158
Actuarial debt at 3.25% 675
Actuarial debt at 3.75% 617
Estimated duration (years) 19

At December 31 2021, the schedule for severance payments over the next 15 years is estimated at €404k. No benefit payments are scheduled for the next five years. No payments were made for employee commitments in 2022.

b) Defined contribution retirement plans

In the US, Median Technologies Inc. contributes to a defined contribution plan that limits its commitment to the contributions paid. The amount of charges recorded for the 2022 financial year is immaterial.

In China, the Median Medical Technology (Shanghai) Co. Ltd. subsidiary also contributes to a defined contribution scheme which limits its commitment to contributions paid. The amount of charges recorded for the 2022 financial year is immaterial.

NOTE 13 CURRENT AND NON-CURRENT PROVISIONS

As of December 31, 2022, provisions broke down as follows:

Provisions
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Current Provisions - - -
Non-Currrent Provisions 69 43 26
Total 69 43 26

They correspond to provisions for charges relating to social contributions that will be due for free shares allocated during the financial year.

NOTE 14 FINANCIAL LIABILITIES

As of December 31, 2022, financial liabilities broke down as follows:

Financial liabilities
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Non-current financial liabilities 17,620 16,144 1,476
Current financial liabilities 530 375 155
Total 18,151 16,519 1,632

On December 18, 2019, the Group signed a financing agreement with the European Investment Bank (EIB) amounting to €35 million:

At end-2022, an amendment was signed to extend the option of drawing down on Tranche B. Tranche C is no longer released.

The amendment is made up of three tranches:

  • tranche A for €15 million, released on April 17, 2020;
  • tranche B for €10 million (release period extended by one year year-end 2023);
  • tranche C for €10 million (expired December 31, 2022).

The main characteristics of this loan (Tranche A) are as follows:

  • The loan is granted in Euros (€), for a term of five years until April 17, 2025;
  • The amount loaned has a 6% fixed interest rate;
  • Interest is calculated annually and is compounded each year on the amount of capital remaining owed;
  • The loan is repayable at maturity;
  • In return for the loan granted and the payment of the first tranche of €15 million, 800,000 BSA-EIB-A warrants were issued. The amount of the fair value of the loan on the date of drawing the first tranche, i.e., on April 17, 2020, stood at €1,040k and was deducted from non-current financial liabilities. This contract is the subject of a specific note (Note 15).

Non-Current Financial liabilities
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Debts related to the Usage right of the assets 746 504 242
EIB loan 16,164 14,970 1,194
Accrued interest loans 711 670 40
Total 16,930 15,214 1,716
Current Financial liabilities 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Debts related to the Usage right of the assets 524 370 153
Bank overdrafts 6 4 -
Total 530 375 153

The effective interest rate (EIR) of 7.89% takes into account issue costs of €229k as well as the fair value, on the subscription date, of A warrants of €1,040k. The financial expense recognized over the financial year and calculated on the basis of this EIR totaled €1,234k.

NOTE 15 FINANCIAL INSTRUMENTS

Following the release of the first tranche of the EIB loan (see Note 14), on April 1, 2020, the Group issued A Warrants for the EIB, the main characteristics of which are as follows:

  • 800,000 BSA-BEI-A warrants;
  • These warrants are exercisable for 15 years from the date of issue (i.e., from the date of release of tranches A and B to which they are backed);
  • The subscription price is €0.01 per warrant;
  • Each warrant gives the right to subscribe to one ordinary share (possible adjustment of this ratio).

An analysis was performed by the Group which concluded that A warrants are derivative instruments of treasury shares which do not meet the definition of equity instruments since they can be unwound either by the delivery of a variable number of shares or by a variable amount of cash. As a result, they do not follow the fixed-for-fixed rule and are qualified as derivative liabilities within the scope of IFRS 9.

For the first time, the derivative is recognized under liabilities in the Group's consolidated financial statements, at its fair value on the drawdown date, in reduction of the loan to which it relates. Thus, given that only tranche A has been drawn down for an amount of €15 million, only A warrants have been recognized in the consolidated financial statements.

Since the warrants represent the sale of an option (call option on treasury stock) not eligible as hedging instruments under IFRS 9, the change in fair value is recognized in the income statement.

Following fund raising in March 2021, the strike price of the warrants could be determined. This stands at €8.34 for the 800,000 A warrants.

Considering that the strike price of the warrants is fixed and that Median Technologies does not pay dividends to shareholders, the fair value of warrants – which is level 3 classified – was estimated on the basis of a Black & Scholes formula and includes the following main assumptions:

  • A zero dividend rate;
  • A risk-free rate based on the euro zone short-term rate ("ESTER"):
  • The maturity date of A warrants on April 17, 2035;
  • Prospective volatility in the Median Technologies share price of 69% based on observations of historical volatility by the Company since the Group is unable to observe implied volatility;
  • Median Technologies share price on the date of valuation.
Financial Instruments 2022-12-31 2021-12-31 Variation
BSA-BEI-A (1) 5,809 10,505 (4,696)
Total 5,809 10,505 (4,696)

(1) Valuation on April 17, 2020: € 1,040 K - Recognition as a reduction of the Loan.

Based on the method described above, the initial fair value of €1,040k, recognized as a deduction from tranche A of the loan, was revalued:

  • at end-2020 to stand at €4,016k.
  • at end-2021 to stand at €10,505k;
  • at end-2022 to stand at €5,809k.

The change in fair value over the 2022 financial year, totaling €4,696k, was recognized as financial income.

On the closing date, the change in volatility would have the following effects on the fair value of the warrants, provided that the other inputs remain constant:

Exercise price Fair value
Volatility at 67,52% 7.21 5,768
Volatility at 68,52% 7.26 5,809
Volatility at 69,52% 7.31 5,848

NOTE 16 DEFERRED TAX LIABILITIES

Net deferred tax liabilities are analyzed as follows:

Origin of deferred tax - net
(In thousands of euros)
2022-12-31 2021-12-31 Variation
- charges temporarily non-deductible - - -
- tax losses carried forward (2) 696 683 13
- consolidation adjustments of the following:
. Retirement and pension 169 192 (23)
. Intragroup provisions (1) (1,145) (1,120) (25)
. Usage right of the assets 3 4 (1)
. Other adjustments - - -
Total (3) (277) (241) (37)

(1) A deferred tax liability was recorded in provisions recognized in the parent company financial statements concerning advances granted by the Company to its subsidiaries. The provision for these advances was deducted fiscally in the parent company financial statements. These advances amount to €4,579k at December 31, 2022 (€4,478k at December 31, 2021).

(2) A deferred tax asset for the losses carried forward of €696k (€683k at December 31, 2021) was recognized under deferred tax liabilities, taking into account, however, French tax legislation, which caps the charging of losses carried forward to 50% of taxable income for the financial year, with this limit applicable to the fraction of profits exceeding €1 million.

Median Technologies has invested large amounts in Research & Development activities in the fields of medical imaging for many years. The aim is simple, namely to help change future healthcare. With its iBiopsy® project, the Group intends to continue spending significantly over the next few years. As a result, the Group does not currently expect to be able to break even in coming years, despite the extremely positive results now achieved by its iCRO activity, and the services provided during clinical trials conducted by large pharmaceutical groups.

Given its history of recent losses and in the absence of convincing evidence justifying the use of shortterm tax deficits, the Group has not recorded any additional deferred tax for tax losses. The balance of these non-activated tax deficits as of December 31, 2022 amounted to €146,929k (€127,267k at December 31, 2021) for the French company.

(3) Since deferred tax assets and liabilities are recorded solely at the Company level, deferred tax assets and liabilities have been offset.

Changes in deferred taxes break down as follows:

Deffered tax - net
(In thousands of euros)
2022-12-31 2021-12-31
Opening balance (241) (237)
Deferred tax expense and profit in profit or loss 18 (4)
Tax expense deferred in other comprehensive
income items (54) -
Closing balance (277) (241)

Deferred taxes on income and other comprehensive income (OCI) break down as follows:

Deferred tax liabilities - net
(En milliers d'euros)
31/12/2022 31/12/2021
Net result OCI Net result OCI
Charges temporarily non-deductible - - - -
Tax losses carried forward (2) 1 3 - 7 -
Consolidation adjustments of the following: - - - -
. Retirement and pension 3 1 (54) 1 4 0
. Intragroup provisions (1) (25) - (15) -
. Usage right of the assets (1) - 0 -
. Other adjustments - - (11) -
Total 1 8 (54) (4) 0

NOTE 17 TRADE PAYABLES AND OTHER CURRENT LIABILITIES

Trade payables and other debts are liabilities recorded at the amortized cost. The breakdown by nature is as follows:

Trade and others payables
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Supplier accounts payable 3,672 3,120 552
Tax liabilities 390 636 (246)
Social security liabilities 4,656 3,703 953
Supplier accounts payable on assets - - -
Other payables 197 171 2 6
Total 8,914 7,630 1,282

All trade payables payable and other debts have a due date of less than one year. Social liabilities concern wages, social security charges and provisions for paid leave.

NOTE 18 CONTRACT LIABILITIES

As of December 31, 2022, other non-current liabilities were broken down as follows:

Non-current other liabilities
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Payment advances received by customer 8,109 8,824 (714)
Deferred Income 1 1 0
Total 8,110 8,824 (714)

Contract liabilities correspond mainly to advances received from customers at the start of the contract for the "Clinical trials" activity. These advances are charged to customer invoicing according to different methods:

  • At the same rate as the progress of the services performed and recognized in revenue;
  • At the end of the contract, on the last invoices;

These advance payments are theoretically reimbursable in the event that the contract ends (end of clinical trial, cancellation). Note that recent contracts stipulate that advance payments are not necessarily fully reimbursed in the event of cancellation.

NOTE 19 REVENUE

Revenue 2022-12-31 2021-12-31
(In thousands of euros) France Export Total France Export Total Variation
Services 592 23,078 23,670 2,255 18,292 20,547 3,123
Total 592 23,078 23,670 2,255 18,292 20,547 3,123

Geographic areas are divided according to destination. The breakdown of revenue by country is as follows:

Revenue split by geographic
areas
2022-12-31 2021-12-31 Variation
China 11,773 10,417 1,356
USA/Canada 5,380 3,637 1,743
Other Export 5,310 1,931 3,379
United Kingdom 615 2,307 (1,692)
France 592 2,255 (1,663)
Total 23,670 20,547 3,123

Group revenue for the 2022 financial year amounted to €23,670k, compared to €20,547k in the previous financial year, representing an increase of more than 15%.

This increase in activity over 2022 stemmed primarily from the development of the iCRO business with foreign customers.

The iBiopsy® business has not generated revenue yet.

The Group is referenced at the major global pharma laboratories and constantly aims to expand its presence and increase its activity. The Company does not consider itself to be dependent on one laboratory.

Revenue per customer (Companies) broke down as follows:

Revenue split by clients
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Clients A 2,388 10% 3,778 18% (1,390)
Clients B 1,676 7 % 2,264 11% (588)
Clients C 2,029 9 % 2,043 10% (14)
Clients D 2,971 13% 765 4 % 2,206
Clients E 2,417 10% 1,174 6 % 1,243
Others 12,189 51% 10,522 51% 1,667
Total 23,670 100% 20,547 100% 3,123

In 2022, Median's top 5 customers accounted for 48.5% of revenue compared to 48.8% the previous year.

NOTE 20 EXTERNAL EXPENSES

External expenses amounted to €18,846k as of December 31, 2022 compared with €13,722k as of December 31, 2021. The difference of €5,124k in expenses essentially reflects:

External costs
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Subcontracting 8,420 6,719 1,701
Rental and lease expenses 608 243 365
Repairs and maintenance 231 282 (52)
Insurance premiums 160 79 81
External services - various 3,280 2,271 1,009
Intermediate and fees 3,134 2,354 780
Advertisement 481 228 253
Transport 37 36 0
Travel, assignments and entertainment 1,078 443 635
Postal & telecommunications expenses 118 114 4
Banking services 184 158 26
Other services - various 176 14 162
Other operating expenses 940 781 159
Total 18,846 13,722 5,124

• The €1,701k increase in outsourcing costs related to pharma projects following higher activity across all of the Group's companies.

  • The rise in external services for €1,009k relative to:
    • o Marketing studies and research undertaken as part of the iBiopsy® project;
    • o Contracts signed with hospitals and clinics to obtain medical imaging data and their specific treatments (annotations, segmentations);
    • o Use of staff specialized in computer software development, to enable creation of new tools for clinical trials.
  • The rise in fees for a total of €780k, given the large number of high level recruitments as well as the use of IT services providers to support all of the Group's infrastructures.
  • Higher travel expenses for an amount of €635k given the recovery in travel since the pandemic, but also the recruitment of new resources, many of whom now work from home and are obliged to travel to the Group's head office.

NOTE 21 STAFF COSTS

Staff costs break down as follows:

Staff Costs
(In thousands of euros)
Notes 2022-12-31 2021-12-31 Variation %
Salaries 15,303 11,899 3,405 29%
Social security costs 6,036 4,877 1,158 24%
Research tax credit (1,230) (1,308) 78 -6%
Total 20,109 15,468 4,641 30%
Share-based payments 23 7,853 1,847 6,006 325%
Employee benefits 12 100 49 51 103%
Total 28,061 17,364 10,697 62%
Average employee numbers 210 165 45 27%

Payroll costs before share-based payments and employee benefits, as well as average headcount, rose sharply during the financial year, owing to:

  • the surge in services in the iCRO business at all of the Group's companies,
  • the need to strengthen the iBiopsy® teams in all of their operations (research, marketing, science, software development, image processing, etc.).

The research tax credit and the innovation tax credit correspond to a subsidy granted by the French government, based on charges incurred in connection with research & development and innovation spending.

The expenses incurred by the Group in this area and eligible for the research tax credit and the innovation tax credit correspond essentially to staff costs, which explains why these tax credits are charged to staff costs. The share relative to other spending was charged to the items concerned (external costs, depreciation and amortization).

R&D spending eligible for the research tax credit and the innovation tax credit came to €5,011k in 2022, compared with €4,964k for the research tax credit in 2021.

NOTE 22 TAXES

Taxes correspond to:

  • contributions based on wages for an amount of €187k;
  • various taxes (withholding tax, land tax, vehicle tax) for €78k;
  • training costs for an amount of €105k.

NOTE 23 SHARE-BASED PAYMENTS

The share-based payment agreements for the Group and still underway as of December 31, 2022 are as follows:

  • the 2019, 2020 and 2022 stock option plans (Note 11);
  • the free share plans (Note 11);
  • the BSA EIB (Note 15) and BSA 2022 warrants.

These agreements are all regulated under Group equity instruments. The expense for the financial year mainly corresponds to the free share plan expense as described below.

a) Stock option plans

The Board of Directors meetings of June 27, 2019, January 16, 2020, July 9, 2020, October 16, 2020 and July 20, 2022 awarded respectively 385,016, 90,000, 50,000, 15,000 and 10,000 stock-options, the characteristics of which are as follows:

Plan no. Grant date Personnel involved Number of
options
Number of
valid options
Vesting conditions Contractual life of
the options
SO 2019 A 2019-06-27 Senior management 94,516 84,516 0 year of service 7 years
SO 2019 B 2019-06-27 Employees and Senior management 257,500 102,750 4 years of service 7 years
SO 2019 C 2019-06-27 Employees 33,000 13,000 4 years of service 7 years
Total 385,016 200,266
Plan no. Grant date Personnel involved Number of
options
Number of
valid options
Vesting conditions Contractual life of
the options
SO 2020-M 2020-01-16 Chairman 60,000 60,000 0 year of service 7 years
SO 2020-Z 2020-01-16 Senior management 30,000 30,000 3 years of service 7 years
SO 2020-S 2020-07-09 Senior management 50,000 12,500 4 years of service 7 years
SO 2020-D 2020-10-16 Senior management 15,000 4 years of service 7 years
Total 155,000 102,500
Plan no. Grant date Personnel involved Number of Number of Vesting conditions Contractual life of
options valid options the options
SO 2022-1 2022-07-20 Senior management 10,000 10,000 From January 1, 2023 7 years
Total 10,000 10,000

The expense recognized in 2022 in respect of these stock option plans amounted to €149k.

In 2022, the primary assumptions used to determine the expense resulting from share-based payments by application of the Black-Scholes model for valuation of the fair value of these options were the following:

SO 2022-1
Price of the underlying on the grant date 11,00
Strike Price 12,43
Expected volatility 67%
Maturity 7
Risk-free return rates 1,53%
Dividend rates 0%
Fair Value of Option 6,84

Expected volatility was estimated by considering the historic volatility of the share prices of a panel of comparable listed companies, particularly over the historical period compatible with the expected term.

It should be noted that for all these plans, attendance conditions within the Group are required to exercise the options.

b) Free share plans

Under these free share plans, no personal performance conditions are required. The "Specific" vesting conditions in the below tables relate to Median Technologies' share price achievement targets on the specified dates (market conditions).

Pursuant to resolution no.22, the Extraordinary General Meeting of June 1, 2021 authorized the Board of Directors, for a period of 38 months and on one or more occasions, to allocate free shares. Using this authorization, the Board of Directors of October 21, 2021 set the following terms:

Plan no. Grant date Personnel involved Number of options Number of
valid
options
Vesting conditions Contractual life of
the options
Cost recognised at
December 31, 2022
(in K€)
AGA 2021-1-a 2021-10-21 Senior management 65,000 0 1 year of service 2 889
AGA 2021-1-b 2021-10-21 Senior management 65,000 65,000 2 year of service 2 550
AGA 2021-1-c 2021-10-21 Senior management 65,000 65,000 3 year of service 3 367
AGA 2021-1-d 2021-10-21 Senior management 65,000 65,000 4 year of service 4 275
AGA 2021-2-a 2021-10-21 Senior management 200,000 0 1 year of service 2 2735
AGA 2021-2-b 2021-10-21 Senior management 167,647 0 Specificity Specificity 1419
AGA 2021-2-c 2021-10-21 Senior management 174,353 174,353 Specificity Specificity 778
AGA 2021-3-a 2021-10-21 Senior management 10,000 10,000 2 year of service 2 127
AGA 2021-3-b 2021-10-21 Senior management 10,000 10,000 3 year of service 3 42
AGA 2021-3-c 2021-10-21 Senior management 10,000 10,000 4 year of service 4 32
Total Options 832,000 399,353 7,215

Information on fair value

Fair values have been determined at the respective allocation dates of the plans using the Black-Scholes options pricing model based on data and assumptions valid at those dates.

For this reason, the fair values presented in the below table for the AGA 2021-2-b and AGA 2021-2-c plans are not identical to the share price on the allocation date.

The fair values of both plans take into account the probability of achieving the performance criteria associated with these two plans.

  • AGA 2021-2-b: Before end-October 2022, and the average closing price of the Company's shares calculated over a period of 30 consecutive trading days is >or= €22.50. The options were cancelled. In accordance with IFRS 2, the cancellation of this tranche did not produce an expense reversal recognized at the time of allocation in the 2022 financial year.
  • AGA 2021-2-c: Before end-October 2022 or 2023, and the average closing price of the Company's shares calculated over a period of 30 consecutive trading days is >or= €33.75.

Non-market service and performance conditions stipulated in the agreements have not been taken into account in the measurement of fair value.

Prospective volatility was estimated by considering the Company's historic share price volatility, particularly over the historical period compatible with the expected term. The expected term of the instruments was estimated on the basis of the experience and general behavior of the option holders.

Specificity Specificity
AGA 2021-1 AGA 2021-2-a AGA 2021-2-b AGA 2021-2-c AGA 2021-3
Price of the share on the grant date 16.98 16.98 16.98 16.98 16.98
Dividend rates 0% 0% 0% 0% 0%
Discount for non-transferability 0% 0% 0% 0% 0%
Fair Value of Option 16.98 16.98 10.53 8.95 16.98
Cost recognised at December 31, 2022 (in K€) 2,081 2,735 1,419 778 201

The expense recognized in the 2022 financial year amounted to €7,215k.

Pursuant to resolution no.19, the Extraordinary General Meeting of June 14, 2022 authorized the Board of Directors, for a period of 38 months and on one or more occasions, to allocate free shares. Using this authorization, the Board of Directors of July 20, October 18 and October 24 2022 set the following terms:

Plan no. Grant date Personnel involved Number of options Number of
valid
Vesting conditions Contractual life of
the options
Cost recognised at
December 31, 2022
(in K€)
AGA 2022-1-a 2022-07-20 Employees and Senior management 9,750 options
9,750
1 year of service 2 48
AGA 2022-1-b 2022-07-20 Employees and Senior management 9,750 9,750 2 years of service 2 24
AGA 2022-1-c 2022-07-20 Employees and Senior management 9,750 9,750 3 years of service 3 16
AGA 2022-1-d 2022-07-20 Employees and Senior management 9,750 9,750 4 years of service 4 12
AGA 2022-2-a 2022-07-20 Employees and Senior management 27,000 27,000 1 year of service 2 67
AGA 2022-2-b 2022-07-20 Employees and Senior management 13,500 13,500 2 years of service 2 22
AGA 2022-2-c 2022-07-20 Employees and Senior management 13,500 13,500 3 years of service 3 17
AGA 2022-3-a 2022-07-20 Senior management 10,000 10,000 2 years of service 2 25
AGA 2022-3-b 2022-07-20 Senior management 10,000 10,000 3 years of service 3 16
AGA 2022-OM 2022-10-18 Chairman 60,000 60,000 2 years of service 2 50
AGA 2022-FB 2022-10-24 Senior management 28,000 28,000 1 year of service 1 42
Total Options 201,000 201,000 338

Information on fair value

The fair values were set on the respective allocation dates of the plans.

AGA 2022-1 AGA 2022-2 AGA 2022-3 AGA 2022-OM AGA 2022-FB
Price of the share on the grant date 11,00 11,00 11,00 8,15 7,96
Dividend rates 0% 0% 0% 0% 0%
Discount for non-transferability 0% 0% 0% 0% 0%
Fair Value of Option 11,00 11,00 11,00 8,15 7,96
Cost recognised at December 31, 2022 (in K€) 100 106 41 50 42

The expense recognized in the 2022 financial year amounted to €338k.

c) 2022 equity warrants

Pursuant to resolutions no. 1 and 2, the Extraordinary General Meeting of December 9, 2022 granted the Board of Directors power of authority to issue, on one or more occasions, a maximum of 40,000 securities. Using this authorization, the Board of Directors of December 12, 2022 set the following terms:

Plan no. Grant date Personnel involved Number of options Number of
valid
options
Vesting conditions Contractual life of
the options
Cost recognised at
December 31, 2022
(in K€)
BSA 2022 2022-12-12 Directors 40,000 40,000 0 year of service 7 151
Total Options 40,000 40,000 151
BSA 2022
Price of the underlying on the grant date 8,05
Strike Price 9,15
Expected volatility 69%
Maturity 7
Risk-free return rates 2,99%
Dividend rates 0%
Fair Value of Option 5,23

NOTE 24 FINANCIAL INCOME (EXPENSE)

Financial income (expense) breaks down as follows:

Net financial result 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Interest and financial charges paid (1,275) (1,189) (86)
Change in fair value of warrants - - -
Loss on investments - - -
Cost of net financial debt (1,275) (1,189) (86)
Exchange Loss (239) (123) (116)
Others financial charges (1) - (1)
Other financial charges (240) (6,612) 6,372
Exchange Gain 381 461 (81)
Other Investment income 103 79 24
Other Investment income 5,180 541 4,640
Total financial result 3,664 (7,260) 10,924

The significant increase in financial income (expense) is due to the subscription to the financing contract with the EIB, which has a dual effect:

  • Interest expenses on the loan of €1,250k;
  • Change in the positive fair value of warrants of €4,696k presented in Note 15, whereas it represented an expense of €6,489k in the 2021 financial year;
  • Foreign exchange gains concern the conversion of €/\$ currencies.

NOTE 25 INCOME TAX

Income tax expenses break down as follows:

Tax on profit or loss
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Payable tax - France - - -
Payable tax - Abroad (539) (432) (107)
Deferred taxes - net 18 (4) 23
Total (521) (437) (84)

The amount of the Group's income tax is different from the theoretical amount that would result from the tax rate applicable in France given the following elements:

Tax on profit or loss 2022-12-31 2021-12-31 Variation
(In thousands of euros)
Result before tax (19,692) (18,855) (837)
French corporation tax rate 25.00% 26.50%
Theoretical tax charge (4,923) (4,997) 7 4
Effect of tax on:
Other non-taxable income (CIR-CII) (396) (416) 2 0
Impact of unused tax losses brought forward 4,916 3,538 1,378
Permanent differences and restatements with no 898
impact on tax 2,284 (1,386)
Other temporary differences 2 5 2 7 (2)
Actual tax charge 521 437 8 4

According to the legislation in effect, the Company has tax deficits that may be carried over indefinitely in France, for a total amount of €149,712k as of December 31, 2022.

The deficit the Company had available as of December 31, 2021 stood at €129,998k.

The stock of deferred tax assets not recorded under accrued deficits generated by the Group at December 31, 2022 came to €36,732k (€31,820k for the financial year ended December 31, 2021), assuming a future tax rate of 25%. It corresponds to the tax effect on the Company's loss carry-forwards, which can be attributed without limitation to future taxable profits less the amount activated in the accounts for €696k. These deferred tax assets have not been activated in accordance with the principles described in Notes 2.b) and 16.

No deferred income tax has been recognized on the fair value of the warrants, constituting the main source of difference included under "Permanent differences and restatements with no impact on tax".

NOTE 26 EARNINGS PER SHARE

The number of shares used to calculate earnings per share is equal to the average weighted number of ordinary shares outstanding during the financial year, from which treasury shares are deducted.

Net result per share 2022-12-31 2021-12-31
(In thousands of euros) Variation
Net result (20,213) (19,292) (921)
Weighted average number of ordinary shares outstanding 15,778,248 15,470,248 308,000
Treasury shares (22,055) (20,093) (1,962)
Total shares 15,756,193 15,450,155 306,038
Earnings per share (en euros) (1.28) (1.25) (0.03)
Number of potential shares 1,871,119 2,097,766 (226,647)

Note that net earnings per share indicated in the consolidated income statement (1.28) corresponds to the consolidated net profit (loss) over the number of shares making up the Company's share capital as of December 31, 2022.

Potentially dilutive instruments are described in Note 11. During the periods reported, instruments providing right to the capital on a deferred basis (founders share warrants, equity warrants, free shares, etc.) are considered as anti-diluting as they lead to a reduction in the loss per share. Therefore, diluted earnings per share is identical to basic earnings per share.

NOTE 27 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's policy is not to take out financial instruments for speculative purposes. The Group does not use any derivative financial instruments. The Group is exposed to different degrees to foreign exchange, counterparty and liquidity risks. It is not exposed to interest rate risk.

a) Foreign exchange risk

Foreign exchange risk is the risk that the future fair value or cash flows from a financial instrument will fluctuate due to a change in foreign exchange rates. The Group's strategy is to favor the Euro (€) as the currency for signing contracts. However, through its international exposure, the Group is also led to invoice in dollars (\$) and is therefore confronted with foreign exchange risks linked to such transactions. The Group cannot exclude the possibility that a significant increase in its activity will result in greater exposure to foreign exchange risk. The Group therefore expects to re-implement a policy that is more adapted to hedging these risks.

The Group's main foreign exchange risk concerns translation of the accounts of its subsidiaries Median Technologies Inc. from US\$ into euros (€), and Median Medical Technology from RMB into euros (€). It is therefore mainly exposed to fluctuations in the USD/EUR and RMB/EUR parities.

To limit the impact of fluctuations in the USD, the Group reuses all of these funds in dollars for its subsidiary's needs.

For the RMB, the Company intends to provide complete autonomy to its Chinese subsidiary as soon as possible in order to limit as far as possible its exposure to the Chinese currency. In 2022, all new projects signed in China were contractualized directly with Median Medical Technology (Shanghai) Co., Ltd. Recruitments are set to continue so that all of the services will soon be performed by our Chinese teams dedicated to Chinese projects.

b) Interest rate risk

As of December 31, 2022, the Group's financial liabilities were not subject to interest rate risk. Loans are at fixed rates, and advances and repayable borrowings have a rate of zero. The Group has no variable rate debt with financial institutions and therefore has no interest rate risk.

c) Credit risk

Credit or counterparty risk is the risk of loss on a claim or more generally that of a third party that does not pay its debt on time. The risk presented by private customers is controlled, given the advances and down payments that the Group obtains before beginning its service. The credit risk on receivables linked to state subsidies and research tax credits are considered insignificant with regard to the Company's history. The credit risk linked to cash, cash equivalents and current financial instruments is not significant with regard to the quality of the co-contracting financial institutions.

d) Liquidity risk

The Group's financing is carried out under the framework of a policy implemented by the Finance Department. The Group's financing structure is mainly based on equity, shareholder financing and public financing. Cash is held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. It can be easily converted into a known amount of cash and subject to an insignificant risk of change in value.

The above-mentioned items in Note 1. d) page 68, enable the parent company financial statement to be prepared as of December 31, 2022 according to the going concern principle.

NOTE 28 OFF BALANCE-SHEET COMMITMENTS AND OTHER EVENTUAL LIABILITIES

a) Loan agreement signed with the European Investment Bank (EIB)

On December 18, 2019 Median Technologies and the European Investment Bank (EIB) signed a financing agreement amounting to €35 million, supported by the European Fund for Strategic Investment (EFSI) or the "Juncker Plan".

This financing, divided into three tranches, will allow Median Technologies to strengthen and accelerate the investment program for its iBiopsy® imaging phenomics platform over the coming years.

  • Tranche A for €15 million;
  • Tranche B for €10 million (contract extended by a year end-2023);
  • Tranche C for €10 million (now expired).

Median Technologies obtained payment of the first tranche on April 17, 2020. The contract was signed for a three-year period.

It expired on December 28, 2022 and a rider was subsequently signed. The latter essentially provides for:

  • A one-year contract extension for the part concerning the release of the second tranche (€10 million), subject to the fulfillment of certain conditions precedent to be redefined in early 2023;
  • The one-year extension to the investment period for the iBiopsy® project (end-2024): financing obtained from the EIB has been allocated as part of the R&D efforts in the iBiopsy® project. All of the financing granted should represent no more than 50% of all costs invested by the Company within the framework of this project as of December 31, 2024. In the event that the financing should exceed 50% of these amounts, the bank could demand the immediate repayment of any excess amounts. Median Technologies' management committee is confident in its ability to achieve the objectives defined in the contract signed with the EIB within the allotted deadlines.
  • Stipulation that Median Medical Technology (Shanghai) Co., Ltd will act as the guarantee material subsidiary under the contract.

NOTE 29 RELATED PARTY TRANSACTIONS

a) Compensation of principal executives

The main executives consist of the members of the Company's Board of Directors. Compensation paid or to pay to the main executives is as follows:

Remuneration of senior directors
(In thousands of euros)
2022-12-31 2021-12-31 Variation
Wages and salaries (including social security contributions) 1,184 852 332
Wages and salaries to be paid Y-1 (including social security
contributions)
(297) (247) (50)
Wages and salaries to be paid (including social security
contributions)
219 297 (78)
Share-based payments 5,177 1,155 4,022
Director's fees 150 150 -
Total 6,433 2,207 4,226

Note that the amount shown in the attendance fees line for 2021 concerned the maximum amount set by the Annual General Meeting.

The amount definitively allocated for 2022 was €150k.

b) Other operations with the main executives

During 2022, a consulting contract was signed with Oran Muduroglu, a Director of the Company. The Group has entered into the contract for a one-year period, effective January 1, 2022, which is automatically renewed. The annual contract totals €138k, with a signing on bonus of €138k.

The Group does not have any other transactions with the main executives.

NOTE 30 EXTERNAL AUDITOR FEES AND THEIR NETWORK

In respect of the 2022 financial year, total fees for the PwC consulting firm broke down as follows:

Fees received by statutory auditors
(In thousands of euros)
2022-12-31 2021-12-31
Audit and certification
- Parent 74 60
- Affiliated companies (Full consolidation) - -
Other diligences and services related to the audit
- Parent 75 105
- Affiliated companies (Full consolidation) 48 54
Subtotal 197 219
Other services performed by networks to the affiliated companies (full
consolidation)
Subtotal - -
Total 197 219

NOTE 31 DIVIDENDS

No dividend was paid by the Company during the financial years ended December 31, 2020 and December 31, 2021. No dividend was proposed before approval to publish the financial statements for the year ended December 31, 2022 was granted.

NOTE 32 EVENTS SUBSEQUENT TO THE FINANCIAL YEAR-END

On February 23, 2023, Median Technologies and the EIB signed a second amendment to the contract, defining the conditions precedent to the drawdown of Tranche B (non-cumulative conditions):

  • Evidence of a 510(k) submission to the FDA for the iBiopsy® Liver Cancer screening application;
  • Evidence of Food and Drug Administration (FDA) confirmation that the iBiopsy® Lung Cancer Screening application is under review;
  • Evidence of net capital-raising of €20 million, issued after the amendment signature.

On February 27, 2023, Median Technologies announced the completion of the preliminary submission phase with the FDA for its iBiopsy® Lung Cancer Screening CADe/CADx medical device software.

For Median Technologies, the next step is now to prepare for completion of pivotal studies scheduled no later than end-H2 2023.

Median Technologies is targeting FDA 510(k) clearance in H1 2024, subject to obligations as part of the FDA review.

On March 1, 2023, Median Technologies announced further outstanding performancess for its CADe iBiopsy® Lung Cancer Screening (LCS) algorithm in detecting potentially cancerous lung nodules.

The iBiopsy® Lung Cancer Screening (LCS) detection performance achieved a sensitivity of 96.5% for a specificity of 97.2%.

5. DECLARATION OF THE PERSON RESPONSIBLE FOR THE FINANCIAL REPORT ON THE INDIVIDUAL AND CONSOLIDATED ANNUAL ACCOUNTS

PERIOD FROM JANUARY 1 TO DECEMBER 31,2022

We hereby certify, to our knowledge, that the financial statements have been established in accordance with the applicable accounting standards and provide a faithful image of the assets, the financial condition, and the company's income and of all of the companies included within the consolidation, and that the management report attached herewith presents a faithful picture of the evolution of business, income, and the financial condition of the company and all of the companies included within the consolidation as well as a description of the principal risks and uncertainties they are facing.

Executed in Valbonne, April 19, 2023

THE CHAIRMAN MEDIAN TECHNOLOGIES

Oran MUDUROGLU