Median Technologies Announces Successful Upsized Capital Increase of € 50 Million

Not to be published, distributed or disseminated, directly or indirectly, in the United States of America, Australia, Canada, South Africa and Japan

• Great Success of the capital increase with €50 million raised from institutional investors and retail.
• Global Offering of €40 million was multiple times oversubscribed, demonstrating strong market support.
• Full implementation of the Reserved Offering for an additional amount of 10 million euros
• Net proceeds will be allocated to the commercial deployment of eyonis® LCS in the U.S. and Europe and advance new clinical indications for eyonis®, Median’s proprietary pan-cancer early diagnostics suite
• After the transaction, the Company’s cash runway is extended until first half-year 2028. The cash runway could be extended to mid-2029, with the full exercise of the warrants issued and outstanding in 2025. 

SOPHIA ANTIPOLIS, France--(BUSINESS WIRE)--Regulatory News:

Median Technologies (FR0011049824, ALMDT, PEA-PME scheme eligible, “Median” or the “Company”), developer of eyonis®, a suite of artificial intelligence (AI) powered Software as a Medical Device (SaMD) for early cancer diagnosis, and a leading provider of AI-based image analyses and central imaging services for oncology clinical trials in the biopharmaceutical industry, today announces the success of its upsized capital increase without shareholders’ preferential subscription rights, by way of an issuance of new ordinary shares (the “New Shares”). The New Shares were offered in the framework of (i) a public offering in France and a global placement to certain qualified investors for an amount of €40 million and (ii) an offering reserved to Katarina Martinson AB, Venture S.a.r.l, and Nordica Life (Bermuda) Ltd (the “Guarantors”) for an amount of €10 million

The Offering (as such term is defined below), launched on May 27, 2026, amounted to a total gross proceed of €50 million, including the issuance premium. The initial capital increase of €40 million capital increase was multiple times oversubscribed, demonstrating strong market support. The Offering attracted strong demand from both existing and new institutional investors across Europe, the United States and the United Kingdom, alongside significant participation from retail investors. Given the level of oversubscription recorded, the Reserved Offering to the Guarantors for a maximum amount of € 10 million was fully implemented, bringing the total amount of the transaction to € 50 million.

“On behalf of Median Technologies, I would like to thank all investors—both institutional and retail—for their participation in this capital increase and their confidence in our vision and strategy. This transaction has enabled us to further diversify and strengthen our shareholder base with leading institutional investors from Europe, the United States, and the United Kingdom. We are also grateful for the continued support of Lion Point Capital, which joined Median in 2025, as well as the Guarantors, whose commitment contributed significantly to the success of this transaction,” said Fredrik Brag, CEO and Founder of Median Technologies.

“With this financing, Median Technologies believes that it is well positioned to execute its strategic roadmap. The proceeds provide funding visibility into the first half of 2028 and could extend through mid-2029 upon the full exercise of the warrants issued in 2025 and still outstanding,” Fredrik Brag added.

“Our priorities are clear: the commercial deployment of eyonis® LCS in the United States, its commercial launch in Europe following the expected CE marking in the coming weeks, and the expansion of our eyonis® platform into additional cancer indications. We believe early cancer diagnosis is a significant opportunity to improve patient outcomes while helping healthcare systems address the growing burden of cancer. This financing provides the resources to accelerate that mission and create long-term value for patients, healthcare providers, and shareholders alike,” concluded Fredrik Brag.

Main Terms of the Offering

Pursuant to the 3^rd and 5^th resolutions of the general meeting of the shareholders held on October 31, 2025 (the "General Meeting") and the sub-delegation of powers from the Company’s Board of Directors (Conseil d'Administration) held on May 26, 2026, the Chief Executive Officer of the Company decided, on June 3, 2026, to issue 10,000,000 New Shares, excluding the Commission (as such term is defined below) at a price of €5.00 per New Share (i.e. €0.05 nominal value and €4.95 issue premium), representing approximately 31% of the Company’s existing share capital on a non-diluted basis, and corresponding to a capital increase of a total amount of €50,000,000, including issue premium. The price per New Share represents a discount of (i) 2.85% to the volume-weighted average prices (VWAP) of the Company’s shares recorded during the 20 trading sessions preceding May 26, 2026 (inclusive) and (ii) 11.3% to the closing price as of May, 26, 2026.

The New Shares issued in connection with the Offering comprised:

1. a global offering including (a) a public offering in France, mainly aimed at retail investors (the “Public Offering”) and (b) 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”, together with the Public Offering, “Global Offering”); and
2. a share capital increase without shareholders’ preferential subscription rights reserved for a category of persons, for the benefit of Guarantors, in accordance with Article L.225-138 of the French Commercial Code (the “Reserved Offering”, together with the “Global Offering”, the “Offering”,).

• As part of the Public Offering: 331,790 New Shares were allocated, representing 3.3 % of the Offering;
• In the Global Placement: 7,668,210 New Shares were allocated, representing 76,7 % of the Offering including 4,000,000 New Shares subscribed for and allocated to the Guarantors; and
• In the Reserved Offering: 2,000,000 New Shares subscribed for and allocated to the Guarantors, representing 20% of the Offering.

In accordance with the subscription commitments granted to the Company, the Guarantors subscribed in the Global Offering for a total amount of €20,000,000 in the following proportions:

In connection with the Reserved Offering, the Guarantors also subscribed, in accordance with the underwriting commitments granted to the Company, for a total amount of €10,000,000 in the following proportions:

In consideration for their subscription and underwriting commitments, each Guarantor is in any event 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 €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 Offering, representing 480,000 new ordinary shares (the “Commission”).

Intended use of the Offering’s net proceeds

The net proceeds from the Offering 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 Offering will extend Company’s cash runway until first half-year 2028.

In case of the full exercise of the 12 million warrants issued in July 2025 that are currently outstanding, with an expiration date in January 2028 at an exercise price of €2.39 per share (remaining exercise value of €44.3 million), the cash runway of the Company would be extended to mid-2029.

Settlement of the New Shares

Settlement of the New Shares and their admission to trading on the multilateral trading facility of Euronext Growth Paris are expected to take place on June 5, 2026. The New Shares will be of the same class as, and fungible with, the existing ordinary shares, will carry all rights attached to the existing shares and will be admitted to trading on Euronext Growth Paris under the same ISIN code: FR0011049824 - ALMDT.

Impact of the Offering on the Company's shareholding structure and shareholders’ equity

Before the Offering, and based on the information made available to the Company, the share capital and number and percentage of voting rights were allocated as follows:

(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.

After the Offering, and based on the information made available to the Company, the share capital and number and percentage of voting rights is allocated as follows:

(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.

For illustrative purposes, the impact of the Offering on the ownership interest of a shareholder holding 1% of the Company’s share capital prior to the Offering and who did not subscribe to it, and on the Company’s shareholders’ equity per share, is as follows, based on the number of shares comprising the Company’s share capital as of the date of this press release, after deduction of treasury shares, and on consolidated shareholders’ equity attributable to the Group as of 31 December 2025:

(1) After acquisition of the free shares granted by the Company and exercise of the stock options and warrants issued by the Company as of 31 December 2025, corresponding to 26,754,157 shares of the Company.

Financial intermediaries

TD Cowen and Stifel Europe Securities SAS acted as Joint Global Coordinators and Joint Placement Agents for the Offering (together, the “Placement Agents”). The Offering was subject to a placement agreement between the Company and the Placement Agents, which was entered into on June 3, 2026 (the “Placement Agreement”).

Lock-up and undertakings

The Company has entered into a lock-up undertaking for a period of 90 days following the date of the settlement and delivery of the Offering, 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’s shares that they hold for a period of 90 days from the settlement-delivery date of the Offering, 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 Offering, subject to certain customary exceptions.

Eligibility of the Offering for PEA / PEA-PME schemes and the regime under Article 150-0 B ter of the French Tax Code, CGI, relating to the reinvestment of capital gains

Shares of Median Technologies are fully eligible for inclusion in share savings plans, or PEA, and PEA-PME accounts, which benefit from the same tax advantages as the standard PEA.

In the event of a contribution of securities to a company controlled by the contributor, the capital gain is placed under tax deferral pursuant to Article 150-0 B ter of the French Tax Code. The sale, within three years, of the contributed securities results in the termination of this tax deferral, unless the Company undertakes to reinvest 60% of the proceeds from the sale in an economic activity within two years of the sale. The sale proceeds may notably be invested in the cash subscription to the initial share capital or to a capital increase of one or more companies that meet the conditions provided for in Article 150-0 B ter of the French Tax Code. In this respect, the Offering constitutes an eligible reinvestment for maintaining the deferral of the capital gain on the contribution, with respect to the nature of the reinvestment.

The other conditions for application of the regime that are independent of the Company, including the reinvestment period and threshold, the holding of the new securities, and other applicable requirements, must also be complied with by the subscriber. Investors who may be eligible for this regime are invited to consult their usual tax adviser in order 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, and would see their shareholding diluted by any future capital increases made necessary by the Company’s ongoing openness to fundraising;
• The market price of the Company’s shares may fluctuate and fall below the subscription price of the New Shares;
• 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.

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.

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”, “forecast,” “project,” “seek,” “endeavor”, “aim”, “may”, “goal”, “objective”, “projection”, "visibility", "priority", "positioned", "roadmap" or “plan”, as well as other similar terms. Although the management of Median believes that these forward‑looking statements are reasonable, investors and shareholders 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.

These risks and uncertainties include those described or identified in public documents, including those listed in section p), “Specific Risk Factors,” of the 2025 annual financial report.

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.

Any information relating to past performance contained in this press release should not be considered a guarantee of future performance. Nothing in this press release should be considered an investment recommendation or legal, tax, investment, or accounting advice.

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, and a global placement intended for qualified investors 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.

The distribution of this press release may be subject to specific regulations in certain countries.

MEDIAN TECHNOLOGIES
Emmanuelle Leygues
VP, Corporate Marketing & Financial Communications
+33 6 10 93 58 88
emmanuelle.leygues@mediantechnologies.com

Press – MAARC
Bruno Arabian
+33 6 87 88 47 26
bruno.arabian@maarc.fr

Investors - SEITOSEI ACTIFIN
Ghislaine Gasparetto
+33 6 85 36 76 81
ghislaine.gasparetto@seitosei-actifin.com