FocalTherics (NASDAQ: FOCL) has priced an underwritten public offering of 8,425,000 American Depositary Shares (ADSs), each representing one ordinary share with €0.13 nominal value, at a public offering price of $4.75 per ADS, before underwriting discounts and commissions.
All ADSs will be sold by the company, which expects gross proceeds of approximately $40.0 million, excluding the underwriters’ 30‑day option to purchase up to 1,263,750 additional ADSs. The offering, made under an effective Form S‑3 shelf registration, is expected to close on August 14, 2026, subject to customary conditions. TD Cowen and Mizuho are joint book‑running managers, with H.C. Wainwright & Co. and Lucid Capital Markets as co‑managers.
Positive
- Underwritten ADS offering targets ~$40.0 million in gross proceeds.
- Upsize option for underwriters of up to 1,263,750 additional ADSs.
- All ADSs sold by company, enhancing primary capital rather than selling shareholders.
Negative
- New issue of 8,425,000 ADSs implies shareholder dilution at $4.75 per ADS.
- Underwriters’ discounts, commissions and offering expenses will reduce net proceeds below $40.0 million.
If completed, the company—not existing holders—receives about $40.0 million gross while issuing 8,425,000 ADSs, reducing existing percentage ownership.
The FocalTherics announcement marks the pricing stage of its public offering, with a projected closing date of August 14, 2026, contingent on standard closing conditions. Upon successful completion, the company will issue 8,425,000 American Depositary Shares (ADSs) and receive the anticipated gross proceeds. This issuance will, absent offsetting factors, dilute the percentage ownership of existing shareholders.
An underwritten offering structure signifies that an investment bank purchases the securities directly from the issuer for resale to the public. This model involves fees and commissions that ultimately reduce the net proceeds received by the company compared to the gross offering amount. The Form S-3 shelf registration statement, previously filed, provides authorization for future securities offerings but does not, in itself, constitute a sale of shares.
In terms of financial impact, the projected gross proceeds of $40.0 million significantly exceed the company’s reported cash and cash equivalents of $15.012 million as of March 31, 2026. This cash balance, at that time, was sufficient to cover approximately 454.6 days of reported operating cash burn. It’s crucial to note that the $40.0 million gross figure is before the deduction of underwriting discounts, commissions, and other associated offering expenses.
ADSs offered
8,425,000 ADSs
Public offering
Offering price
$4.75 per ADS
Before underwriting discounts and commissions
Ordinary share nominal value
€0.13 per share
Each ADS represents one ordinary share
Underwriter option
1,263,750 ADSs
30-day option at the public offering price
Expected gross proceeds
$40.0 million
Before discounts, commissions, and other offering expenses
Expected closing date
August 14, 2026
Subject to customary closing conditions
Shelf filing date
March 25, 2026
Form S-3 filed with the SEC
Shelf effectiveness date
March 31, 2026
Registration statement declared effective
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 30 | Earnings scheduling | Neutral | -0.3% | Company scheduled second-quarter 2026 results and conference call for August 13. |
| Jun 30 | Commercial launch | Positive | +0.7% | Company launched its first European commercial endometriosis Focal One program. |
| Jun 16 | Healthcare agreement | Positive | +0.0% | Agreement expanded Focal One access across VA and Department of Defense systems. |
The stock’s price movement has shown mixed reactions to news events, with one positive launch news aligning with a price increase, while a neutral scheduling announcement preceded a price dip and another positive announcement had no discernible price impact.
underwritten public offering
financial
“announced the pricing of its underwritten public offering”
An underwritten public offering is a method by which companies sell new equity or debt securities to the public, facilitated by an investment bank acting as an underwriter. The underwriter purchases the entire issue from the company at an agreed-upon price and then resells it to investors. This arrangement transfers the risk of market absorption from the issuer to the underwriter, ensuring the company receives a fixed amount of capital.
shelf registration statement
regulatory
“made pursuant to a shelf registration statement on Form S-3”
A shelf registration statement is a filing with regulatory bodies, such as the Securities and Exchange Commission (SEC), that permits a company to pre-register securities it plans to offer in the future. This allows for a more efficient and timely issuance of securities when market conditions are favorable, as much of the regulatory groundwork has already been completed, essentially placing the securities “on the shelf” for future sale.
form s-3
regulatory
“a shelf registration statement on Form S-3”
Form S-3 is a specific registration statement form utilized by certain eligible public companies in the United States to register securities offerings. Its streamlined nature allows well-established companies that meet specific reporting requirements to efficiently register securities for future sale, significantly reducing the time and cost associated with capital raising activities.
prospectus supplement
regulatory
“a written prospectus and prospectus supplement”
A prospectus supplement is an addendum to a company’s base prospectus, providing detailed information about a specific offering of securities. It contains crucial details such as the price, the exact number of securities to be offered, and the underwriters involved. This document is filed with the SEC and must be delivered to investors before or at the time of the sale, ensuring they have the most up-to-date and relevant information for their investment decision.
AI-generated analysis. Not financial advice.
FocalTherics™ Announces Pricing of Public Offering of American Depositary Shares
AUSTIN, Texas and LYON, France, Aug. 11, 2026 (GLOBE NEWSWIRE) — FocalTherics™ (NASDAQ: FOCL), a global leader in robotic energy-based therapies, announced the pricing of its underwritten public offering of 8,425,000 American Depositary Shares (“ADSs”), each representing one ordinary share of the Company, €0.13 nominal value per share at a public offering price of $4.75 per ADS, before underwriting discounts and commissions (the “Offering”). All of the ADSs are being sold by the Company. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 1,263,750 ADSs at the public offering price, less underwriting discounts and commissions. The gross proceeds from the Offering, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, are expected to be approximately $40.0 million. The closing of the Offering is expected to occur on August 14, 2026, subject to customary closing conditions.
TD Cowen and Mizuho are acting as joint book-running managers for the Offering. H.C. Wainwright & Co. and Lucid Capital Markets are acting as co-managers for the Offering.
The Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-294597), previously filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2026, amended on March 27, 2026, and declared effective on March 31, 2026. The Offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed Offering will be filed with, and will be available on, the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting: TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected]; Mizuho Securities USA LLC, Attention: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York, NY 10020, by telephone (212) 205-7600, or by email: [email protected].
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. In particular, no public offering of the ADSs will be made in Europe.
About FocalTherics
A recognized global leader in Robotic Focal Therapy, FocalTherics develops, manufactures, and markets minimally invasive medical devices worldwide to treat various conditions using proprietary focused ultrasound technology. The Company’s flagship platform, Focal One Robotic HIFU, combines advanced imaging, real-time treatment planning, robotic precision, and HIFU technology to deliver personalized focal therapy designed to optimize clinical outcomes while preserving quality of life.
Forward-Looking Statements
In addition to historical information, this press release contains forward-looking statements within the meaning of applicable federal securities laws, including Section 27A of the U.S. Securities Act of 1933 (the “Securities Act”) or Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including statements about the Company’s expectations regarding the Offering, including the expected timing and the Company’s expectation that it will complete the Offering, which may be identified by words such as “believe,” “can,” “contemplate,” “could,” “plan,” “intend,” “is designed to,” “may,” “might,” “potential,” “objective,” “target,” “project,” “predict,” “forecast,” “ambition,” “guideline,” “should,” “will,” “estimate,” “expect” and “anticipate,” or the negative of these and similar expressions, which reflect the Company’s views about future events and financial performance. Such statements are based on management’s current expectations and are subject to a number of risks and uncertainties, including matters not yet known to the Company or not currently considered material by the Company, and there can be no assurance that anticipated events will occur or that the objectives set out will actually be achieved. Important factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements include, but are not limited to, uncertainties related to market conditions, those risks relating to the Offering and others described in the preliminary prospectus supplement, final prospectus supplement and in particular in the sections “Cautionary Statement on Forward-Looking Statements” and “Risk Factors” and those risks relating to the Company’s business, which are described in the Company’s filings with the SEC and in particular in the section “Risk Factors” in the Company’s Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q.
Forward-looking statements speak only as of the date they are made. Other than required by law, the Company does not undertake any obligation to update them in light of new information or future developments. These forward-looking statements are based upon information, assumptions and estimates available to the Company as of the date of this press release, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete.
FAQ
What did FocalTherics (NASDAQ: FOCL) announce about its ADS public offering on August 11, 2026?
FocalTherics announced pricing of an underwritten public offering of 8,425,000 ADSs at $4.75 per ADS. According to FocalTherics, all ADSs are being sold by the company under an effective Form S-3 shelf registration statement.
How much capital will FocalTherics (FOCL) raise from its August 2026 ADS offering?
FocalTherics expects gross proceeds of approximately $40.0 million from the ADS offering. According to FocalTherics, this figure is before underwriting discounts, commissions, and other offering expenses, so net proceeds will be lower than the stated gross amount.
What are the terms and size of the FocalTherics (FOCL) ADS offering priced at $4.75?
The offering consists of 8,425,000 ADSs priced at $4.75 per ADS, each representing one ordinary share. According to FocalTherics, underwriters also have a 30-day option to purchase up to 1,263,750 additional ADSs at the same public price.
When is the closing date of FocalTherics’ August 2026 ADS public offering?
The closing of the offering is expected on August 14, 2026, subject to customary closing conditions. According to FocalTherics, TD Cowen and Mizuho are joint book-running managers overseeing completion of the transaction and settlement.
Who are the underwriters and managers for the FocalTherics (FOCL) ADS offering?
TD Cowen and Mizuho are acting as joint book-running managers for the offering. According to FocalTherics, H.C. Wainwright & Co. and Lucid Capital Markets are serving as co-managers, handling distribution and investor allocations.
Will FocalTherics’ August 2026 ADS offering be available to investors in Europe?
No public offering of the ADSs will be made in Europe. According to FocalTherics, the securities will not be sold in any jurisdiction where such offering would be unlawful before proper registration or qualification under local securities laws.
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