UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

EDAP TMS S.A.

(Name of Issuer)

 

Ordinary Shares, nominal value €0.13 per share, in the form of American Depositary Shares

(Title of Class of Securities)

 

268311107

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus Capital Master Fund, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

5,826,341 Ordinary Shares, nominal value €0.13 per share (Ordinary Shares)

(represented by 5,826,341 American Depositary Shares (ADS)) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

FI

 

FOOTNOTES

 

(1)The securities reported in this row are held by Soleus Capital Master Fund, L.P. (“Master Fund”). Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the securities held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

2

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus Capital, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

FOOTNOTES

 

(1)The securities reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the securities held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

3

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus Capital Group, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,826,341 Ordinary Shares (represented by 5,826,341 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

15.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

FOOTNOTES

 

(1)The securities reported in this row are held by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the securities held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC. Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of these securities held by Master Fund and this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

4

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus Private Equity Fund III, L.P.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 

FOOTNOTES

 

(1)The shares reported in this row are held by Soleus Private Equity Fund III, L.P. (“Soleus PE”). Soleus Private Equity GP III, LLC (“Soleus GP”) is the sole general partner of Soleus PE and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC. Each of Soleus PE GP III, LLC, Soleus GP and Mr. Guy Levy disclaims beneficial ownership of the securities held by Soleus PE and this report shall not be deemed an admission that they are or were the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

5

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus Private Equity GP III, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

FOOTNOTES

 

(1)The shares reported in this row are held by Soleus PE. Soleus GP is the sole general partner of Soleus PE and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC. Each of Soleus PE GP III, LLC, Soleus GP and Mr. Guy Levy disclaims beneficial ownership of the securities held by Soleus PE and this report shall not be deemed an admission that they are or were the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

6

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Soleus PE GP III, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,400,000 Ordinary Shares (represented by 1,400,000 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

FOOTNOTES

 

(1)The shares reported in this row are held by Soleus PE. Soleus GP is the sole general partner of Soleus PE and thus holds voting and dispositive power over the shares held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP. Mr. Guy Levy is the sole managing member of Soleus PE GP III, LLC. Each of Soleus PE GP III, LLC, Soleus GP and Mr. Guy Levy disclaims beneficial ownership of the securities held by Soleus PE and this report shall not be deemed an admission that they are or were the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

7

 

 

CUSIP NO. 268311107

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Guy Levy

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) (b) ☐ 

3  

SEC USE ONLY

 

 

4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

  5  

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

7,226,341 Ordinary Shares (represented by 7,226,341 ADS) (1)

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

7,226,341 Ordinary Shares (represented by 7,226,341 ADS) (1)

9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,226,341 Ordinary Shares (represented by 7,226,341 ADS) (1)

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.6%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

FOOTNOTES

 

(1)1,400,000 of the shares reported in this row are held directly by Soleus PE and 5,826,341 of the shares are reported in this row are held directly by Master Fund. Soleus GP is the sole general partner of Soleus PE and thus holds voting and dispositive power over the securities held by Soleus PE. Soleus PE GP III, LLC is the sole manager of Soleus GP, and Mr. Guy Levy is the sole managing member of Soleus GP III, LLC. Soleus Capital, LLC is the sole general partner of Master Fund and thus holds voting and dispositive power over the securities held by Master Fund. Soleus Capital Group, LLC is the sole managing member of Soleus Capital, LLC, and Mr. Guy Levy is the sole managing member of Soleus Capital Group, LLC. Each of Soleus PE GP III, LLC, Soleus GP and Mr. Guy Levy disclaims beneficial ownership of the securities held by Soleus PE, and each of Soleus Capital Group, LLC, Soleus Capital, LLC and Mr. Guy Levy disclaims beneficial ownership of the securities held by Master Fund, and, in each case, this report shall not be deemed an admission that they are the beneficial owners of such securities for purposes of Section 13(d) of the Exchange Act, or for any other purpose, except to the extent of their respective pecuniary interests therein.

 

8

 

 

Item 1.

 

(a)Name of Issuer

 

EDAP TMS S.A.

 

  (b) Address of Issuer’s Principal Executive Offices

 

Parc Activite La Poudrette Lamartine

4/6 Rue du Dauphine

69120 Vaulx-en-Velin, France

 

Item 2.

 

  (a) Name of Person(s) Filing

 

Soleus Capital Master Fund, L.P.

Soleus Capital, LLC

Soleus Capital Group, LLC

Soleus Private Equity GP III, LLC

Soleus Private Equity Fund III, L.P.

Soleus PE GP III, LLC

Guy Levy

 

  (b) Address of Principal Business Office or, if none, Residence

 

Soleus Capital Master Fund, L.P.

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Soleus Capital, LLC

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Soleus Capital Group, LLC

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Soleus Private Equity GP III, LLC

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Soleus Private Equity Fund III, L.P.

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Soleus PE GP III, LLC

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

Guy Levy

c/o Soleus Capital Management, L.P

104 Field Point Road, 2nd Floor

Greenwich, CT 06830

 

9

 

 

  (c) Citizenship

 

Soleus Capital Master Fund, L.P. – Cayman Islands

Soleus Capital, LLC – Delaware

Soleus Capital Group, LLC – Delaware

Soleus Private Equity GP III, LLC – Delaware

Soleus Private Equity Fund III, L.P. – Delaware

Soleus PE GP III, LLC – Delaware

Guy Levy – United States

 

  (d) Title of Class of Securities

 

Ordinary Shares, nominal value €0.13 per share (“Ordinary Shares”), represented by American Depositary Shares (“ADS”), each of which represents one Ordinary Share.

 

  (e) CUSIP Number

 

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 268311107 has been assigned to the ADS, which are quoted on the Nasdaq Global Market under the symbol “EDAP”.

 

Item 3.If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
     
(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
(j) A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
     
(k) Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.Ownership.

 

Reference is made to Items 5 – 11 on the preceding pages of this Schedule 13G.

 

As of December 31, 2023, Master Fund holds an aggregate of 5,826,341 Ordinary Shares (represented by 5,826,341 ADS), representing approximately 15.8% of the issued and outstanding Ordinary Shares as of such date.

 

10

 

 

As the general partner of Master Fund, Soleus Capital, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the securities held by Master Fund. As the sole managing member of Soleus Capital, LLC, Soleus Capital Group, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the securities held by Master Fund. As the sole managing member of Soleus Capital Group, LLC, Mr. Guy Levy may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the securities held by Master Fund.

 

As of December 31, 2023, Soleus PE holds an aggregate of 1,400,000 Ordinary Shares (represented by 1,400,000 ADS), representing approximately 3.8% of the issued and outstanding Ordinary Shares as of such date.

 

As the sole general partner of Soleus PE, Soleus GP may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the securities held by Soleus PE. As the sole manager of Soleus GP, Soleus PE GP III, LLC may be deemed to have shared power to vote or to direct the vote and to dispose or to direct the disposition of the securities held by Soleus PE. As the sole managing member of Soleus PE GP III, LLC, Mr. Guy Levy may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the securities held by Soleus PE.

 

Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that Mr. Levy, Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Private Equity GP III, LLC or Soleus PE GP III, LLC is the beneficial owner of the securities of the Issuer referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of their respective pecuniary interests therein.

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10.  Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose, or with the effect, of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

11

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: February 2, 2024 Soleus Capital Master Fund, L.P.
     
  By: Soleus Capital, LLC, its General Partner
     
  By: Soleus Capital Group, LLC, its Managing Manager
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member
   
Date: February 2, 2024 Soleus Capital, LLC
     
  By: Soleus Capital Group, LLC, its Managing Manager
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member
   
Date: February 2, 2024 Soleus Capital Group, LLC
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member
   
Date: February 2, 2024 Soleus Private Equity Fund III, L.P.
     
  By: Soleus Private Equity GP III, LLC, its General Partner
     
  By: Soleus PE GP III, LLC, its Manager
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member
   
Date: February 2, 2024 Soleus Private Equity GP III, LLC
     
  By: Soleus PE GP III, LLC, its Manager
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member

 

Date: February 2, 2024 Soleus PE GP III, LLC
     
  By:

/s/ Guy Levy

  Name: Guy Levy
  Title: Managing Member
   
Date: February 2, 2024

/s/ Guy Levy

  Name: Guy Levy

 

Footnotes:

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 

12