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Median Technologies — Capital/Financing Update 2026
May 27, 2026
1514_rns_2026-05-27_f7840fdb-fb6e-43da-b861-5f5303409537.pdf
Capital/Financing Update
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Press release – For immediate release
May 27, 2026– 7:00 am CEST
Median Technologies Launches a Capital Increase of €40 million, with Potential Upsize to €50 million, to Support the Deployment of eyonis® LCS in the U.S. and Europe and Advance New Clinical Indications for Its Proprietary eyonis® Pan-Cancer Early Diagnostics Suite
- Share capital increase without shareholders’ preferential subscription rights, to be carried out by way of an issue of ordinary shares in the framework of a public offering, for an amount of approximately 40 million euros.
- A share capital increase without shareholders’ preferential subscription rights reserved for the Guarantors (as defined below) for a maximum amount of 10 million euros, should all the ordinary shares issued in the framework of the public offering be fully subscribed;
- Firm subscription and backstop commitments for a total amount of 30 million euros, including 20 million euros under the subscription commitments, representing total commitments equal to 75% of the public offering;
- Subscription price: 5.00 euros per ordinary share; and
- The net proceeds of the share capital increase will be allocated to the commercial launch of eyonis® LCS in the United States and Europe, and to the financing of the extension of the eyonis® medical device software suite for the early diagnosis of cancers through imaging.
Sophia Antipolis, France: Median Technologies (FR0011049824, ALMDT, PEA-PME scheme eligible, “Median” or the “Company”), developer of eyonis®, a suite of artificial intelligence (AI) powered Software as Medical Devices (SaMD) for early cancer diagnosis, and a globally leading provider of AI-based image analyses and central imaging services for oncology drug developers, today announces the launch of a share capital increase without of shareholders’ preferential subscription rights by way of an issue of ordinary shares (the “New Shares”), for a maximum amount of approximately 50 million euros. The New Shares will be offered in the framework of (i) a public offering in France and a global placement to certain qualified investors for a global amount of approximately 40 million euros (together, the “Global Offering”) and (ii) an offering reserved to the Guarantors for a maximum amount of 10 million euros (the “Reserved Offering” and, together with the Global Offering, the “Offering”).
The Company has already received subscription backstop commitments for an amount of €30 million.
Subscription period of the public offering will close on June 3, 2026 at 5:00 pm CEST.
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Fredrik Brag, CEO and Founder of Median Technologies commented: "The defining truth in oncology is simple: outcomes are determined by the stage at which cancer is diagnosed. When cancer is diagnosed early, it is often curable. When diagnosed late, it becomes complex, costly, and frequently fatal. Despite major advances in treatment, most healthcare systems remain structurally focused on late-stage disease. A structural shift is now possible: advances in AI applied to medical imaging make large-scale early cancer diagnosis operational.
Median Technologies operates at the convergence of three powerful forces: AI, medical imaging, and early cancer diagnosis. Our proprietary eyonis® platform is designed to develop multiple AI-based SaMD for the early detection and diagnosis of cancers within existing clinical workflows and to act as a force multiplier for healthcare systems.
Our first indication, eyonis® LCS for lung cancer screening, achieved FDA 510(k) clearance in February 2026. eyonis® LCS is positioned as a clinically validated and deployable SaMD combining early identification with clinically actionable diagnostic decision support. This places us at the forefront of a shift from treating cancer reactively to driving early-stage curative diagnosis.
This financing is intended to fund the U.S. commercial rollout of eyonis® LCS in the lung cancer screening indication, and allows us to launch our device in Europe after CE mark achievement. It will also enable the Company to continue and accelerate the development of additional AI-based Software as Medical Devices within the eyonis® portfolio, targeting new cancer indications. It will provide the Company with a cash runway until the first half-year 2028, when we expect to have demonstrated meaningful commercial traction in lung cancer. We welcome Lion Point Capital's and the Guarantors' continued and reinforced commitment, which provides all our existing shareholders the opportunity to participate in this important next phase, while ensuring the Company has the resources required to deliver on its strategic priorities."
INTENDED USE OF THE TRANSACTION'S NET PROCEEDS
The net proceeds from the transaction will be used:
- To accelerate commercialization of eyonis® LCS in the U.S. and launch in target European countries after CE marking achievement,
- To develop eyonis® for incremental cancer indications,
- For Company's working capital and general corporate purposes.
The transaction will extend Company's cash runway until first half-year 2028, in case of full subscription.
It should be noted that 12 million warrants issued in July 2025 are currently outstanding, with an expiry date in January 2028, at an exercise price of €2.39 per share (remaining exercise value of €44.3 million). In case of full exercise of the 2025 warrants, the cash runway of the Company would be extended to mid-2029.
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EYONIS® LCS: TRANSFORMING LUNG CANCER SCREENING AT SCALE
eyonis® LCS is Median Technologies' AI-powered SaMD built to improve lung cancer screening by combining detection and characterization of parenchymal pulmonary nodules from low-dose CT scans (LDCT) in one integrated radiology workflow. eyonis® LCS is designed to help clinicians identify cancer earlier—when lung cancer is more likely to be treatable, while reducing diagnostic uncertainty that can drive unnecessary follow-up procedures. With demonstrated performance of 93.3% sensitivity, 92.4% specificity and 99.9% negative predictive value (NPV) (manufacturer values), eyonis® LCS supports confident clinical decision-making. These metrics are operationally decisive: high sensitivity supports early cancer identification, high specificity reduces unnecessary follow-up, very high NPV gives healthcare systems confidence in managing large screening populations efficiently.
Commercial deployment of eyonis® LCS in the United States
In February 2026, Median Technologies received FDA 510(k) clearance for eyonis® LCS, providing market authorization and enabling commercialization of the first AI tech-based detection and diagnosis SaMD for lung cancer screening across the United States.
The U.S. Lung Cancer Screening Market
Lung cancer screening in the United States represents a large, well-structured and rapidly expanding market, addressing approximately 14.5 million eligible individuals nationwide. This market benefits from a clear and predictable reimbursement framework supported by the existing NT-APC pathway, enabling reimbursement for quantitative CT tissue characterization procedures performed alongside low-dose CT screening. Current reimbursement for these AI-based analyses is typically around $650 per procedure.
Based on these fundamentals, the annual total addressable market (TAM) for lung cancer screening is estimated at over $9 billion in the United States alone, driven by increasing adoption of low-dose CT screening programs and strong public health support for early cancer detection.
eyonis® LCS is uniquely positioned to capture a significant share of this high-growth market by creating value at three levels:
- Clinical: earlier diagnosis, higher survival, more curative intervention.
- Operational: scalable screening, reduced radiology burden, improved workflow efficiency.
- Economic: fewer late-stage treatments, fewer unnecessary procedures, lower system-wide cost.
Key milestones achieved to date
Median Technologies has entered a decisive execution phase for the U.S. commercial deployment of eyonis® LCS, supported by strong strategic, organizational, and operational foundations. Key milestones achieved to date include:
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- Strategic distribution partnership: the signing of a non-exclusive agreement with Tempus AI, enabling integration of eyonis® LCS into clinical workflows via the Tempus Pixel platform and providing access to a broad network of healthcare providers.
- Strengthened U.S. leadership: the appointment of Oran Muduroglu as President of Median eyonis Inc., bringing extensive experience in scaling imaging and clinical workflow platforms and leading U.S. commercial execution.
- Deployment of a scalable go-to-market model: implementation of a multi-channel strategy combining direct enterprise sales, non-exclusive distribution partnerships, and integration into established clinical workflows.
- Targeted market segmentation: prioritization of high-potential segments, including Independent Diagnostic Testing Facilities (IDTFs) and the Veterans Affairs (VA) healthcare system.
- Build-out of U.S. infrastructure: continued expansion of commercial, technological and clinical support capabilities, alongside engagement with leading United States healthcare institutions.
Upcoming catalysts
Looking ahead, several key catalysts are expected to accelerate commercial rollout and market penetration across the U.S.:
- Expansion of the distribution network: execution of additional non-exclusive distribution agreements with leading imaging, cloud, and diagnostics partners to further scale market access in the United States.
- Focused deployment across priority segments: targeted rollout within IDTFs and the VA healthcare system to support both rapid initial adoption and large-scale, repeatable deployment.
- Leveraging KOL partnerships: engagement with leading clinical experts to drive thought leadership, support clinical validation, and accelerate adoption within lung cancer screening programs.
- Development of health economics and outcomes research (HEOR): initiation of health-economic studies to demonstrate clinical and economic value, supporting broader and more sustainable long-term insurance coverage.
- Progressive site activation: first U.S. clinical sites expected to become operational in Q3 2026.
- Initial revenue generation: first revenues anticipated by year-end 2026.
- Scaled commercial execution: continued expansion of the multi-channel model to support nationwide deployment and sustained market penetration.
eyonis® LCS in Europe
The Company expects a decision on eyonis® LCS CE marking in the coming weeks, paving the way for broad adoption and expanded access to potentially millions of patients across Europe.
Lung Cancer Screening in Europe
Lung cancer screening programs across Europe are gaining momentum. While only a limited number of countries have established national programs—such as England, Poland and Croatia—Europe is
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entering an acceleration phase, illustrated by the launch of Germany's nationwide screening program in April 2026.
At the same time, major countries including France, are advancing large-scale pilot initiatives designed to assess the feasibility of organized lung cancer screening in real-world settings. In France, the national IMPULSION study has been launched as a large-scale pilot program to evaluate the feasibility of implementing organized lung cancer screening using low-dose CT in a real-world setting, targeting approximately 20,000 high-risk individuals and combining screening with smoking cessation support.
Italy also stands out as one of the most advanced European countries in lung cancer screening, with a nationwide network-based approach (RISP) and multiple large-scale pilot programs already underway, providing a real-world foundation for the future expansion of organized screening.
Across Europe, tens of millions of individuals are estimated to fall within high-risk categories potentially eligible for lung cancer screening, representing a substantial and largely untapped addressable market for early detection solutions.
The key growth drivers for lung cancer screening in Europe are the transition from pilot programs to national deployment, increasing pressure on radiology capacity, and the progressive integration of standardized, AI-enabled workflows, which will create a strong foundation for scalable, technology-driven solutions such as eyonis® LCS.
Strategy for commercial launch and roll-out
Median's go-to-market strategy for eyonis® LCS in Europe will be based on a balanced combination of direct and indirect sales channels, enabling both strong engagement with key stakeholders and broad geographic coverage. The Company will prioritize direct sales in strategic markets and leading screening centers to establish clinical partnerships, generate reference sites and demonstrate real-world value. In parallel, Median will leverage indirect channels—including its non-exclusive distribution agreement with Tempus, which also covers Europe—to accelerate deployment and expand access across healthcare networks.
In addition, Median will actively engage with payers and healthcare authorities at nation level including France, to support the integration of eyonis® LCS into screening pathways, building on dedicated health-economic studies. As reimbursement models evolve across Europe, particularly in the context of organized screening programs, the Company expects AI-enabled solutions such as eyonis® LCS to become increasingly integrated into standard care pathways.
The commercial rollout of eyonis® LCS will initially focus on European markets that are at the forefront of lung cancer screening deployment, including Poland, Germany, Italy and France. These markets are characterized either by existing lung cancer screening programs or by the progressive transition from pilot initiatives to structured, large-scale screening programs, creating immediate demand for scalable and operationally efficient solutions. By prioritizing early-adopter countries, Median aims to accelerate market penetration and establish a strong commercial footprint in the most advanced healthcare systems.
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Ultimately, Median’s ambition is to position eyonis® LCS as a core technological building block of lung cancer screening infrastructure. By combining detection and diagnosis capabilities within a single AI-driven solution, and by addressing key challenges related to capacity, standardization and efficiency, eyonis® LCS is designed to support the long-term expansion and sustainability of lung cancer screening programs across Europe.
Portfolio expansion
eyonis®: Median’s proprietary pan-cancer suite of early diagnostic tests
Globally, approximately 20 million new cancer cases and nearly 10 million deaths are recorded annually. By 2050, annual cancer incidence is expected to exceed 35 million cases. The total economic burden of cancer is projected to exceed $25 trillion over the coming decades. Healthcare systems currently allocate enormous resources to advanced-stage disease, where outcomes are poorest and costs are highest. Early diagnosis reverses this logic by shifting intervention into the window where cure is still possible
Lung cancer is only the first indication. As eyonis® expands into additional high-burden cancers — including liver, pancreatic, colorectal, and prostate cancers — the long-term opportunity becomes a multi-billion-dollar, pan-cancer indication platform.
Beyond lung cancer screening, Median Technologies will continue to advance the development of its broader eyonis® portfolio, including programs targeting incidental pulmonary nodules (IPN) and hepatocellular carcinoma (HCC), which address significant unmet needs in oncology. Both eyonis® IPN and eyonis® HCC programs are strategically aligned with Median’s long-term ambition to expand eyonis® into a comprehensive portfolio of AI-based SaMD, reinforcing the Company’s positioning in AI-enabled early cancer diagnosis and supporting future growth opportunities beyond its initial lung cancer screening indication.
eyonis® IPN
In the area of IPN, Median is positioning its solutions to improve the identification, characterization and clinical management of lung nodules detected incidentally on routine imaging, a segment widely recognized as a major opportunity for earlier diagnosis given the high prevalence of such findings.
As of today, a substantial proportion of lung cancers are detected outside of organized screening programs. Studies indicate that up to two-thirds of resectable lung cancers in asymptomatic patients may be identified incidentally.
The combination of eyonis® LCS and eyonis® IPN within a single integrated portfolio has the potential to significantly transform early lung cancer detection by enabling both population-based screening of at-risk individuals and opportunistic detection in patients undergoing routine CT imaging for other indications. By addressing both screening-eligible populations and the large proportion of patients who fall outside current eligibility criteria but still undergo imaging, this dual approach expands the reach of early detection and diagnosis and represents a key opportunity to improve outcomes at scale.
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eyonis® HCC
The eyonis® HCC program focuses on advancing AI-driven imaging biomarkers and diagnostic capabilities to support earlier detection and improved treatment decision-making in HCC, a disease with high mortality and historically low early diagnosis rates.
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NATURE AND LEGAL BASIS OF THE OFFERING
At its meeting held on May 27, 2026, the Company’s Board of Directors decided to launch:
- a share capital increase without shareholders’ preferential subscription rights by way of a public offering, pursuant to the 3rd resolution adopted by the combined general meeting of the Company’s shareholders held on October 31, 2025 (the “General Meeting”); and
- a share capital increase without shareholders’ preferential subscription rights reserved for a category of persons, for the benefit of Guarantors, pursuant to the 5th resolution adopted by the General Meeting, in accordance with Article L.225-138 of the French Commercial Code.
The Global Offering will comprise:
- A public offering in France, mainly aimed at retail investors (the “Public Offering”); and
- An international offering to qualified investors in certain countries, including (a) in the United States of America, by way of a private placement by the Company to a limited number of “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from the registration requirements of Section 4(a)(2) of the Securities Act, and (b) outside the United States in offshore transactions in accordance with Regulation S under the Securities Act (the “Global Placement”).
The distribution of the New Shares to the public in France will be carried out in accordance with the applicable provisions of the Euronext market rules.
TD Cowen & Stifel are Joint Global Coordinators and Joint Placement Agents for the Offering (together, the “Banks”).
Subscription and backstop commitments
The Company entered into, on 26 May 2026, with Lion Point Capital, a shareholder of the Company whose founder and manager, Mr Didric Cedholm, sits on the Company’s Board of Directors, an undertaking entitled “Backstop Commitment Agreement”, pursuant to which Lion Point Capital undertakes to subscribe for and underwrite a share capital increase of the Company for an amount of up to EUR 30,000,000, until 15 September 2026, irrespective of the level of subscription by other investors, with Lion Point Capital being entitled to involve, in whole or in part, “Co Backstop Parties” as co-subscribers and co-commitment parties, without being released from its own obligations towards the Company (the “Backstop Agreement”).
Lion Point Capital has notified the Company that Katarina Martinson AB, Venture S.a.r.l, and Nordica Life (Bermuda) Ltd have undertaken, in accordance with the Backstop Agreement, to subscribe for and underwrite any share capital increase of the Company until September 15, 2026 (together, the “Guarantors”)
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Accordingly, the Company benefits from the following subscription undertakings (the “Subscription Commitments”):
| New Shares | Subscribed amount (€) | % of the Public Offering | |
|---|---|---|---|
| Katarina Martinson AB | 2,666,667 | 13,333,333 | 33.3 % |
| Venture S.a.r.l | 933,333 | 4,666,667 | 11.7 % |
| Nordica Life (Bermuda) Ltd | 400,000 | 2,000,000 | 5.0 % |
| TOTAL | 4,000,000 | 20,000,000 | 50 % |
The Company has not received any other subscription commitments from its shareholders or from the members of its management or administrative bodies.
Furthermore, the Company also benefits from the following guarantee undertakings (the “Backstop Commitments”):
| New Shares | Subscribed amount (€) | % of the Public Offering | |
|---|---|---|---|
| Katarina Martinson AB | 1,333,333 | 6,666,667 | 16.7 % |
| Venture S.a.r.l | 466,667 | 2,333,333 | 5.8 % |
| Nordica Life (Bermuda) Ltd | 200,000 | 1,000,000 | 2.5 % |
| TOTAL | 2,000,000 | 10,000,000 | 25 % |
The Guarantors commitments would thus represent 75.0% of the initial amount of the Offering.
Under the Backstop Agreement as implemented through these Subscription and Underwriting Commitments, each Guarantor shall in any event be entitled to the payment of a fee equal to 8% of the aggregate amount of its subscription and underwriting commitments, i.e. a total aggregate amount of EUR 2,400,000 for the Guarantors, payable by way of set-off of a certain and payable receivable in New Shares on the settlement-delivery date of the Offer and, as the case may be, of the Reserved Offer, representing 480,000 New Shares (the “Commission”). The amount of the Commission shall be due to the Guarantors regardless of the structure of the transaction (whether or not the guarantee is exercised).
In the event that the number of New Shares subscribed for in the context of the Public Offering and the Global Placement by the public and qualified investors does not allow the Guarantors to be allocated the full amount of their respective commitments, the number of New Shares required to enable each of them to subscribe for the entirety of its underwriting commitment shall be issued in the context of the Reserved Offer, for a maximum amount of EUR 10,000,000, allocated in the proportions set out in the table above.
The Company further specifies that, in the context of a potential conflict of interest identified in relation to Lion Point Capital, represented on the Board of Directors by Mr Didric Cederholm, the latter did not take part in the deliberations or in the vote of the Board of Directors relating to the Backstop Agreement or the relevant share capital increase.
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The related-party transactions procedure was implemented in accordance with the applicable regulations with respect to the prior approval of the Backstop Agreement by the Company's Board of Directors.
The Company further states that it has complied with its disclosure and communication obligations and considers that it has not failed to disclose to the market any inside information in connection with the transaction, in accordance with applicable regulations.
The agreements between Lion Point Capital, the Guarantors and the Company do not provide for any change in the Company's governance.
The Offering will subject to a placement agreement between the Company and the Banks which will be entered into on June 5, 2026 (the "Placement Agreement"). The Offering is not subject to a "garantie de bonne fin" within the meaning of Article L.225-145 of the French Commercial Code.
Structure of the Offering
(i) Public Offering and Global Placement
The Public Offering will be open only in France, from May 27, 2026 until June 3, 2026 at 5:00 p.m. (Paris time) for subscriptions at bank branches (and, 8:00 PM Paris time if such possibility is offered by their financial intermediary, for subscriptions via the Internet). Euronext Paris will act as centralising agent for orders in connection with the Public Offering.
Subscription orders submitted in the context of the Public Offering and the Global Placement may be reduced depending on the level of demand and the number of New Shares subscribed for. The public's orders will be filled in such a way as to avoid any obvious imbalance to the detriment of the public. If the total number of shares requested in the context of the Public Offering or the Global Placement exceeds the number of securities to be allocated to the Public Offering or the Global Placement, the orders will be reduced on a pro rata basis.
The Global Placement will take place from May 27, 2026 until June 4, 2026 at 12:00 p.m. (Paris time). In order to be taken into account, according to the indicative timetable, orders placed in the framework of the Global Placement must be received by Stifel Europe Securities SAS no later than June 4, 2026 before 12:00 p.m. (Paris time).
Société Générale Securities Services, acting as depositary of the funds, will be responsible for issuing the certificate of deposit of funds recording the completion of the share capital increase resulting from the Public Offer and the Global Placement.
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(ii) Reserved Offering
The total amount of subscriptions by the Guarantors under the Global Offering and the Reserved Offering will amount to 30 million euros.
In the event that all of the New Shares issued in the context of the Public Offering and the Global Placement over and above the subscription commitments have been fully subscribed for by the public and qualified investors, the difference between the aggregate amount of the Guarantors' subscription and underwriting commitments and the New Shares actually subscribed for by them in the context of the Public Offering will be subscribed for in the context of the Reserved Offer.
(iii) Indicative timetable
| May 2026 | 26, | Decision of the Company’s Board of Directors to launch the capital increase and set the issue price |
|---|---|---|
| May 2026 | 27, | Publication of the press release announcing the launch of the Public Offering and the Global Placement – Online availability of the information document |
| Publication by Euronext of the notice of opening of the Public Offering | ||
| June 2026 | 3, | Closing of the Public Offering at 5:00 p.m. (Paris time) for subscriptions at bank branches and at 8:00 p.m. (Paris time) for subscriptions made via the Internet (if such possibility is offered by the relevant financial intermediary) |
| June 2026 | 4, | Closing of the Global Placement at 12:00 p.m. (Paris time) |
| Centralisation | ||
| Determination of the final terms of the capital increase (including the Reserved Offering amount) | ||
| Signing of the Placement Agreement | ||
| June 2026 | 5, | Publication by the Company of the press release announcing the results of the capital increase – Publication by Euronext of the notice of results of the Offering |
| June 2026 | 9, | Issuance and admission to trading of the New Shares on Euronext Growth Settlement and delivery of the New Shares |
Number of New Shares to be issued
The total maximum number of New Shares to be issued, with a nominal value of EUR 0.05 each, is 10,000,000, at a unit subscription price of 5.00 euros, i.e. a maximum gross issue proceeds of 50,000,000 euros (of which 500,000 euros nominal value and approximately 49,500,000 euros share premium).
The payment of the Guarantors' fee by way of subscription for New Shares, the subscription price of which will be paid up by setting off the guarantee fee receivable, will result in the issue of 480,000 New Shares.
The Offer shall be carried out without any over-allotment option.
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Subscription price
The unit subscription price of a New Share is 5.00 euros and must be fully paid up upon subscription.
The subscription price of a New Share represents a discount of 2.85% compared to the volume-weighted average price (VWAP) of the Company's shares over the twenty trading days preceding May 26, 2026 (inclusive).
The price of the Reserved Offering will be equal to the price of the Offering.
Characteristics of the New Shares
The New Shares, which will be subject to all the provisions of the by-laws, will carry current dividend rights. They will be assimilated upon issue to the existing ordinary shares.
They will be admitted to trading on Euronext Growth Paris.
They will be listed on the same trading line as the existing ordinary shares and will be fully fungible with them as from their admission to trading.
Settlement and delivery and admission of the New Shares to trading on Euronext Growth are scheduled for June 9, 2026.
Share capital structure
(i) Impact of the Offering on the Company's share capital and voting rights structure
For information purposes only and to the Company's knowledge and taking into account Subscription Commitments and Backstop Commitments, the impact of the issuance on the Company's share capital and voting rights structure (calculations based on the share capital and voting rights structure as at the date of this press release) as it would result from the completion of the Capital Increase would be as follows on a non-diluted basis :
| 100% subscription of the Capital Increase (including the Commission) (1) | 75% subscription of the Offering (including the Commission) (2) | 75% subscription of the Offering (excluding the Commission) | ||||
|---|---|---|---|---|---|---|
| non diluted basis | non diluted basis | non diluted basis | ||||
| Number of shares | % of share capital | Number of shares | % of share capital | Number of shares | % of share capital | |
| Anne Helen & Fredrik Lungström | 5,215,396 | 10.7% | 5,215,396 | 11.67% | 5,215,396 | 11.80% |
| Celestial successor fund LP | 2,553,312 | 5.2% | 2,553,312 | 5.71% | 2,553,312 | 5.78% |
| Matignon Finance | 1,625,099 | 3.3% | 1,625,099 | 3.64% | 1,625,099 | 3.68% |
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| Furui Medical Science Company | 1,507,692 | 3.1% | 1,507,692 | 3.37% | 1,507,692 | 3.41% |
|---|---|---|---|---|---|---|
| Lion Point L P | 1,506,024 | 3.1% | 1,506,024 | 3.37% | 1,506,024 | 3.41% |
| Canon Inc | 961,825 | 2.0% | 961,825 | 2.15% | 961,825 | 2.18% |
| Katarina Martinson AB | 4,320,000 | 8.9% | 4,320,000 | 9.67% | 4,000,000 | 9.05% |
| Venture S.a.r.l | 1,512,000 | 3.1% | 1,512,000 | 3.38% | 1,400,000 | 3.17% |
| Nordica Life (Bermuda) Ltd | 648,000 | 1.3% | 648,000 | 1.45% | 600,000 | 1.36% |
| Flottant | 28,833,039 | 59.2% | 24,833,039 | 55.58% | 24,833,039 | 56.18% |
| Total | 48,682,387 | 100.0% | 44,682,387 | 100.00% | 44,202,387 | 100.00% |
(1) Either a share capital increase of 10,480,000 New Shares, of which 6,480,000 shares are subscribed for by the Guarantors including a commission of 480,000 New Shares, a Reserved Offering of 2,000,000 New Shares also subscribed for by the Guarantors, and 4,000,000 New Shares subscribed for as part of the Public Offering and the Global Placement.
(2) Or a share capital increase of 6,480,000 shares subscribed for by the Guarantors including a Commission of 480,000 New Shares.
For illustrative purposes, based on the information available to the Company and taking into account Subscription Commitments and Backstop Commitments, the impact of the issuance on the Company's share capital and voting rights structure (calculations based on the share capital and voting rights structure as at the date of the related press release), as it would result from the completion of the Capital Increase, would be as follows on a diluted basis $^{(Error! Bookmark not defined.)}$ :
| 100% subscription of the Capital Increase (including the Commission) (2) diluted basis | 75% subscription of the Offering (including the Commission) (3) diluted basis | 75% subscription of the Offering (excluding the Commission) diluted basis | ||||
|---|---|---|---|---|---|---|
| Number of shares | % of share capital | Number of shares | % of share capital | Number of shares | % of share capital | |
| Anne Helen & Fredrik Lungström | 11,540,692 | 15.30% | 11,540,692 | 16.16% | 11,540,692 | 16.26% |
| Celestial successor fund LP | 6,577,343 | 8.72% | 6,577,343 | 9.21% | 6,577,343 | 9.27% |
| Matignon Finance | 2,586,542 | 3.43% | 2,586,542 | 3.62% | 2,586,542 | 3.65% |
| Furui Medical Science Company | 1,507,962 | 2.00% | 1,507,962 | 2.11% | 1,507,962 | 2.13% |
| Lion Point L P | 3,765,060 | 4.99% | 3,765,060 | 5.27% | 3,765,060 | 5.31% |
| Canon Inc | 961,825 | 1.28% | 961,825 | 1.35% | 961,825 | 1.36% |
| Katarina Martinson AB | 4,320,000 | 5.73% | 4,320,000 | 6.05% | 4,000,000 | 5.64% |
| Venture S.a.r.l | 1,512,000 | 2.00% | 1,512,000 | 2.12% | 1,400,000 | 1.97% |
| Nordica Life (Bermuda) Ltd | 648,000 | 0.83% | 648,000 | 0.87% | 600,000 | 0.81% |
| Flottant | 42,017,120 | 55.70% | 38,017,120 | 53.22% | 38,017,120 | 53.58% |
| Total | 75,436,544 | 100.00% | 71,436,544 | 100.00% | 70,956,544 | 100.00% |
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median
NOT FOR DIRECT OR INDIRECT DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
(1) After acquisition of the free shares granted by the Company and exercise of the stock options and share warrants issued by the Company as of 31 December 2025, corresponding to 26,754,157 shares of the Company.
(2) Either a share capital increase of 10,480,000 New Shares, of which 6,480,000 shares are subscribed for by the Guarantors including a commission of 480,000 New Shares, a Reserved Offering of 2,000,000 New Shares also subscribed for by the Guarantors, and 4,000,000 New Shares subscribed for as part of the Public Offering and the Global Placement.
(3) Or a share capital increase of 6,480,000 shares subscribed for by the Guarantors including a Commission of 480,000 New Shares
(ii) Impact of the Offering on consolidated net assets per share and on the situation of a shareholder not subscribing to the Offering
For illustrative purposes, the table below shows the impact of the issuance of the New Shares on:
(i) the share of the Company's consolidated equity per share (calculations based on the Group's share of consolidated equity as of the December 31, 2025 and the number of shares comprising the Company's share capital at the date of this press release, after deduction of treasury shares); and
(ii) the interest of a shareholder holding 1% of the Company's share capital prior to the Offering and not subscribing to it (calculations based on the number of shares comprising the Company's share capital at the date of this press release):
| Share of consolidated equity per share (in euros) | Shareholding participation (%) | |||
|---|---|---|---|---|
| non diluted basis | diluted basis | non diluted basis | diluted basis | |
| Before the issuance of the New Shares | -0.920 € | 0.590 € | 1 % | 0.588 % |
| After the issuance of 10,480,000 New Shares (i.e., 100% subscription of the Offering, including the Commission) | 0.354 € | 1.203 € | 0.785 % | 0.506 % |
| After the issuance of 6,480,000 New Shares (i.e., % subscription of the Offering, including the Commission) | -0.0616 | 0.990 € | 0.855 % | 0.506 % |
| After the issuance of 6,000,000 New Shares (i.e., % subscription of the Offering, excluding the Commission) | -0.116 € | 0.963 € | 0.864 % | 0.538 % |
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median
NOT FOR DIRECT OR INDIRECT DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
Lock-up and lock-in undertakings
The Company shall undertake a lock-up commitment taking effect as from the signing of the Placement Agreement subject to certain customary exceptions.
The members of the Company's Board of Directors and Executive Committee, including the Chief Executive Officer, have undertaken to retain the Company shares they hold for a period of 90 days as from the settlement-delivery date of the New Shares (subject to certain customary exceptions). Lion Point Capital has also undertaken not to dispose of the shares it holds for a period of 90 days as from the settlement-delivery date of the New Shares (subject to certain customary exceptions).
Eligibility of the Offering for PEA / PEA-PME and for the French tax roll-over regime (Article 150-0 B ter of the French Tax Code)
Median Technologies shares may be fully included in French equity savings plans (PEA) and PEA-PME accounts, which benefit from the same tax advantages as the standard PEA.
In the event of a contribution of shares to a company controlled by the contributor, the capital gain is placed under a tax deferral regime (Article 150-0 B ter of the French General Tax Code). The sale within three years of the contributed securities terminates this deferral, unless the company undertakes to reinvest 60% of the sale proceeds in an economic activity within two years of the sale. The sale proceeds may in particular be invested in a cash subscription to the initial share capital or to a capital increase of one or more companies meeting the conditions laid down in Article 150-0 B ter of the French General Tax Code. In this respect, the Offering constitutes an eligible reinvestment for maintaining the contribution capital gain deferral as regards the nature of the reinvestment.
The other conditions for application of this regime that are independent of the Company (timing and reinvestment thresholds, holding of the new shares, etc.) must also be complied with by the subscriber. Investors who may benefit from this regime are invited to consult their usual tax adviser to assess their personal situation in light of the specific applicable regulations.
Risk factors
The main risk factors relating specifically to the Offering are set out below:
- Shareholders not participating in the Offering will see their shareholding in the Company diluted by the issuance of the New Shares;
- The market price of the Company's shares may fluctuate and fall below the subscription price of the New Shares from the announcement of the Offering, during the subscription period or at any time after the closing of the Offering;
- The volatility and liquidity of the Company's shares may fluctuate significantly;
- The other risk factors relating to the Company and its activities set out in the section "P Specific risk factors" of its 2025 annual financial report and of the information document, available on the Company's website.
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NOT FOR DIRECT OR INDIRECT DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
All information relating to the Offering is available on the Company's website at www.mediantechnologies.com.

About Median Technologies: Pioneering innovative software as a medical device and imaging services, Median Technologies harnesses cutting-edge AI to enhance the accuracy of early cancer diagnoses and treatments. Median's offerings include iCRO, which provides medical image analysis and management in oncology trials, and eyonis®, an AI/ML tech-based suite of software as a medical device (SaMD). Median empowers biopharmaceutical entities and clinicians to advance patient care and expedite the development of novel therapies. The French-based company, with a presence in the U.S.
and China, trades on the Euronext Growth market (ISIN: FR0011049824, ticker: ALMDT). Median is also eligible for the French SME equity savings plan scheme (PEA-PME). For more information, visit www.mediantechnologies.com.
Contacts
MEDIAN TECHNOLOGIES
Emmanuelle Leygues
VP, Corporate Marketing & Financial Communications
+33 6 10 93 58 88
Press - MAARC
Bruno Arabian
+33 6 87 88 47 26
Investors - SEITOSEI ACTIFIN
Ghislaine Gasparetto
+33 6 85 36 76 81
Forward-looking statements
This press release contains forward-looking statements. These statements do not constitute historical facts. These statements include projections and estimates and the assumptions on which they are based, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and their potential, or future performance.
These forward-looking statements can often be identified by the use of words such as "expect", "anticipate", "believe", "intend", "hope", "estimate" or "plan", as well as other similar terms. Although the management of Median believes that these forward-looking statements are reasonable, investors are cautioned that these forward-looking statements are subject to numerous risks and uncertainties, which are difficult to predict and generally beyond the control of Median Technologies, and which could cause actual results and events to differ materially from those expressed, implied or forecast in the forward-looking information and statements.
All forward-looking statements contained in this press release are based on information available to Median Technologies as of the date of this press release. Median Technologies undertakes no obligation to update the forward-looking information and statements, except as required by applicable regulations, in particular Articles 223-1 et seq. of the General Regulation of the Autorité des marchés financiers.
Disclaimer
In France, the offering of Median Technologies shares described above will be carried out by way of a public offering, mainly intended for natural persons (the "Public Offering"), and a global placement intended for
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NOT FOR DIRECT OR INDIRECT DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
qualified investors (the "Global Placement") as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"). It will be supplemented by a reserved offering to investors who have undertaken to subscribe for a fixed amount at the launch of the Public Offering, if the subscriptions received in the context of the Public Offering and the Global Placement do not allow their subscription amount to be fully allocated, in the context of an issue reserved for a category of persons in accordance with Article L.225-138 of the French Commercial Code.
Pursuant to the provisions of Article 211-3 of the General Regulation of the Autorité des marchés financiers (the "AMF"), Articles 1(4) and 3 of the Prospectus Regulation and the applicable regulations, the offering of Median Technologies shares will not give rise to the preparation of a prospectus approved by the AMF but only of a document containing the information set out in Annex IX of the Prospectus Regulation (the "Information Document"). A copy of the Information Document is available on Median Technologies' website (www.mediantechnologies.com).
Median Technologies draws the attention of the public in France and of qualified investors in the permitted jurisdictions to section VIII "Risk factors specific to the Issuer" of the Information Document.
This press release does not constitute and shall not be considered as constituting a public offer, a solicitation or a sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
With respect to the member states of the European Economic Area other than France, no action has been or will be taken to permit a public offer of the securities referred to in this press release requiring the publication of a prospectus in any of these member states. Accordingly, the securities may not be offered and will not be offered in these member states (i) other than to qualified investors within the meaning of the Prospectus Regulation or (ii) in accordance with the other exemptions provided for in Article 1(4) of the Prospectus Regulation or in other cases not requiring Median Technologies to publish a prospectus pursuant to Article 3 of the Prospectus Regulation and/or the applicable regulations in such member state or in accordance with the applicable regulations.
This press release and the information contained herein are addressed to and intended only for persons who are (x) outside the United Kingdom or (y) in the United Kingdom and (i) who are "qualified investors" (as defined in Article 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024) and investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") or (ii) who fall within Article 49(2)(a) to (d) of the Financial Promotion Order ("high net worth companies, unincorporated associations etc.") or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) may lawfully be communicated or caused to be communicated (such persons referred to in paragraphs (y)(i), (y)(ii) and (y)(iii) together being the "Relevant Persons"). Any invitation, offer or agreement to subscribe for or purchase the securities referred to in this press release is only available to Relevant Persons and may only be engaged in with Relevant Persons. This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.
This press release may not be distributed, directly or indirectly, in the United States. This press release and the information contained herein do not constitute an offer to subscribe for or purchase, or the solicitation of an order to purchase or subscribe for, Median Technologies shares in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). Median Technologies shares have not been and will not be registered under the U.S. Securities Act and Median Technologies does not intend to conduct a public offering of Median Technologies shares in the United States.
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NOT FOR DIRECT OR INDIRECT DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
The distribution of this press release may be subject to specific regulations in certain countries. Persons into whose possession this press release comes must inform themselves about and observe any such local restrictions.
Any decision to subscribe for or purchase Median Technologies shares must be made solely on the basis of the publicly available information regarding Median Technologies. Such information is the sole responsibility of Median Technologies and has not been independently verified by TD Cowen or Stifel.
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