Regeneron Reports Second Quarter 2025 Financial and Operating Results

On August 1, 2025 Regeneron Pharmaceuticals, Inc. (NASDAQ: REGN) reported financial results for the second quarter of 2025 and provided a business update (Press release, Regeneron, AUG 1, 2025, View Source [SID1234654705]).

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"Regeneron had a strong quarter, marked by significant growth in U.S. sales of EYLEA HD and global sales of Dupixent and Libtayo along with multiple regulatory approvals," said Leonard S. Schleifer, M.D., Ph.D., Board co-Chair, President and Chief Executive Officer of Regeneron. "We have made significant progress in our oncology portfolio, including FDA approval for Lynozyfic for relapsed or refractory multiple myeloma, exciting emerging data from the lead-in cohorts of our pivotal programs in myeloma and lymphoma, as well as positive pivotal data supporting a potential upcoming FDA approval for Libtayo in adjuvant CSCC. Dupixent continues to be the world-leading treatment for diseases driven by type 2 inflammation, adding recent FDA approvals for bullous pemphigoid and chronic spontaneous urticaria, the seventh and eighth distinct indications for this important medicine. We are confident in the near- and long-term potential of our diverse pipeline and look forward to additional data and regulatory milestones later this year."

Financial Highlights

($ in millions, except per share data) Q2 2025 Q2 2024 % Change
Total revenues $ 3,676 $ 3,547 4 %
GAAP net income $ 1,392 $ 1,432 (3 %)
GAAP net income per share – diluted $ 12.81 $ 12.41 3 %
Non-GAAP net income(a) $ 1,424 $ 1,351 5 %
Non-GAAP net income per share – diluted(a) $ 12.89 $ 11.56 12 %

"We are pleased with our second quarter financial performance, which reflects strong momentum across our business, highlighted by 4% revenue growth and 12% non-GAAP earnings growth," said Christopher Fenimore, Executive Vice President, Finance and Chief Financial Officer of Regeneron. "While we continue to prioritize internal investments, we also returned over $2.3 billion of capital to shareholders through share repurchases and dividends and committed over $7 billion to U.S. manufacturing investments, capital expenditures, and business development since the start of 2025, underscoring our commitment to deploy capital with the goal of driving long-term value creation."

Business Highlights

Key Pipeline Progress
Regeneron has approximately 45 product candidates in clinical development, including a number of marketed products for which it is investigating additional indications. Updates from the clinical pipeline include:

Dupixent (dupilumab)

In June 2025, the FDA approved Dupixent for the treatment of adults with bullous pemphigoid. Regulatory applications are under review in the European Union (EU) and Japan.
In April 2025, the FDA approved Dupixent for the treatment of adults and adolescents aged 12 years and older with CSU who remain symptomatic despite antihistamine treatment. Regulatory applications were submitted to the FDA and in the EU for CSU in children aged 2 to 11 years.
EYLEA HD (aflibercept) 8 mg

The European Commission (EC) approved EYLEA 8 mg with extended dosing intervals of up to 6 months (24 weeks) for wet age-related macular degeneration (wAMD) and diabetic macular edema (DME).
The Company now expects regulatory approvals to be delayed for its currently pending FDA applications for EYLEA HD (pre-filled syringe, every-four-week dosing, and for the treatment of macular edema following retinal vein occlusion), which have PDUFA dates in August 2025. The anticipated delay is related to observations from an FDA general site inspection at the filler for EYLEA HD in these regulatory applications, Catalent Indiana LLC (recently acquired by Novo Nordisk A/S). This inspection was completed in mid-July and was not specific to EYLEA HD. Novo has been in communication with the FDA and expects to submit its response next week. Based on the Company’s review of the observations and Novo’s proposed response to the FDA, along with the progress the Company has made with alternate third-party fillers, the Company anticipates an expeditious resolution of the filling issues for EYLEA HD.
Oncology Programs

In July 2025, the FDA granted accelerated approval for Lynozyfic (linvoseltamab) to treat adults with relapsed or refractory multiple myeloma who have received at least four prior lines of therapy. Additionally, the EC granted conditional marketing approval of Lynozyfic to treat adults with relapsed or refractory multiple myeloma who have received at least three prior therapies.
In July 2025, Lynozyfic was added to the National Comprehensive Cancer Network (NCCN) Guidelines for the treatment of multiple myeloma.
The FDA accepted for priority review a supplemental Biologics License Application (sBLA) for Libtayo (cemiplimab) in adjuvant CSCC, with a target action date in October 2025.
The Company announced detailed analyses from a Phase 3 trial of Libtayo in adjuvant CSCC. The results, presented at the 2025 American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) Annual Meeting and simultaneously published in the New England Journal of Medicine, included additional data for the primary endpoint of disease-free survival (DFS) and the first presentation of key secondary endpoint outcomes.
On July 30, 2025, the FDA issued a Complete Response Letter (CRL) for the BLA for odronextamab, a bispecific antibody targeting CD20 and CD3, in relapsed/refractory follicular lymphoma after two or more lines of systemic therapy, which was also impacted by the Catalent Indiana LLC site inspection (as described above).
Other Programs

The Company announced interim 26-week results from the ongoing Phase 2 COURAGE trial investigating combinations of semaglutide and trevogrumab (myostatin antibody) with or without garetosmab (Activin A antibody) for the treatment of obesity. The trial demonstrated that approximately 35% of semaglutide-induced weight loss was due to loss of lean mass, and further demonstrated that combining semaglutide with trevogrumab with or without garetosmab preserved lean mass while increasing loss of fat mass. Final 26-week efficacy and safety results were consistent with the interim data and will be presented at the 61st Annual Meeting of the European Association for the Study of Diabetes (EASD) in September 2025.
A Phase 3 study for REGN7508, an antibody to Factor XI (catalytic domain), was initiated to evaluate the prevention of venous thromboembolism after total knee replacement surgery. Initiation of additional Phase 3 studies is planned for later this year and the first half of 2026.
The Company and Sanofi announced that a Phase 3 trial, AERIFY-1, for itepekimab, an antibody to IL-33, in adults who were former smokers with inadequately controlled chronic obstructive pulmonary disease (COPD) met the primary endpoint of significantly reducing moderate or severe acute exacerbations by 27% compared to placebo at week 52, a clinically meaningful benefit. A second Phase 3 trial, AERIFY-2, did not meet the same primary endpoint, although a benefit was seen earlier in the trial. The Company and Sanofi continue to evaluate the data to inform next steps for potential future COPD development.
Corporate and Business Development Updates

In July 2025, the Company’s license agreement with Hansoh Pharmaceuticals Group Company Limited to acquire development and commercial rights outside of mainland China, Hong Kong, and Macau for HS-20094 (a dual GLP-1/GIP receptor agonist currently in Phase 3 clinical development in China) became effective. In-licensing a late-stage GLP1/GIP agonist enables the Company to study combinations with its products and product candidates in order to address muscle loss and potentially other comorbidities of obesity, such as cardiovascular diseases, diabetes, and liver conditions.
A jury verdict in the U.S. District Court for the District of Delaware found that Amgen Inc. violated antitrust and tort laws by creating an anticompetitive bundling scheme which was designed to exclude Praluent from the market.
In June 2025, the Company announced the launch of a matching program for donations to Good Days, an independent national non-profit charitable organization, to support their Retinal Vascular and Neovascular Disease Fund. The Company has committed to matching donations up to a total of $200 million at a one-to-one rate through the end of 2025, with the goal of enabling more patients to affordably access essential medicines that help protect their vision.
The Company acquired an FDA Rare Pediatric Disease Priority Review Voucher from a third party for $155 million.
Second Quarter 2025 Financial Results

Revenues

($ in millions) Q2 2025 Q2 2024 % Change
Net product sales:
EYLEA HD – U.S. $ 393 $ 304 29 %
EYLEA – U.S. 754 1,231 (39 %)
Total EYLEA HD and EYLEA – U.S. 1,147 1,535 (25 %)
Libtayo – U.S. 248 182 36 %
Libtayo – ROW* 129 115 12 %
Total Libtayo – Global 377 297 27 %
Praluent – U.S. 66 56 18 %
Evkeeza – U.S. 41 31 32 %
Total net product sales 1,631 1,919 (15 %)

Collaboration revenue:
Sanofi 1,444 1,146 26 %
Bayer 415 375 11 %
Other 2 3 (33 %)
Other revenue 184 104 77 %
Total revenues $ 3,676 $ 3,547 4 %

* Rest of world (ROW)

Net product sales of EYLEA HD increased in the second quarter of 2025, compared to the second quarter of 2024, due to higher sales volumes driven by increased demand.

Net product sales of EYLEA in the second quarter of 2025, compared to the second quarter of 2024, were negatively impacted by (i) lower sales volumes as a result of continued competitive pressures, loss in market share to compounded bevacizumab due to patient affordability constraints, and the continued transition of patients to EYLEA HD, and (ii) a lower net selling price.

Sanofi collaboration revenue increased in the second quarter of 2025, compared to the second quarter of 2024, due to an increase in the Company’s share of profits from the commercialization of antibodies, which were $1.282 billion and $988 million in the second quarter of 2025 and 2024, respectively. The change in the Company’s share of profits from commercialization of antibodies was driven by higher profits associated with an increase in Dupixent sales.

Refer to Table 4 for a summary of collaboration revenue.

Other revenue increased in the second quarter of 2025, compared to the second quarter of 2024, due to an increase in royalties and share of profits earned in connection with license agreements, which were $118 million and $69 million for the second quarter of 2025 and 2024, respectively.

Operating Expenses

GAAP %
Change
Non-GAAP(a) %
Change
($ in millions) Q2 2025 Q2 2024 Q2 2025 Q2 2024
Research and development (R&D) $ 1,422 $ 1,200 19% $ 1,283 $ 1,072 20%
Acquired in-process research and
development (IPR&D) $ 10 $ 24 (58%) * * n/a
Selling, general, and administrative
(SG&A) $ 634 $ 759 (16%) $ 542 $ 667 (19%)
Cost of goods sold (COGS) $ 276 $ 258 7% $ 222 $ 214 4%
Gross margin on net product sales(c) 83% 87% 86% 89%
Cost of collaboration and contract
manufacturing (COCM)(d) $ 255 $ 222 15% * * n/a
Other operating expense (income), net $ — $ 15 (100%) * $ — —%

* GAAP and non-GAAP amounts are equivalent as no non-GAAP adjustments have been recorded

GAAP and non-GAAP R&D expenses increased in the second quarter of 2025, compared to the second quarter of 2024, driven by the advancement of the Company’s mid- and late-stage clinical pipeline.
GAAP and non-GAAP SG&A expenses decreased in the second quarter of 2025, compared to the second quarter of 2024, primarily due to lower charitable contributions to an independent not-for-profit patient assistance organization.
GAAP and non-GAAP gross margin on net product sales decreased in the second quarter of 2025, compared to the second quarter of 2024, partly due to ongoing investments to support the Company’s manufacturing operations and higher inventory write-offs and reserves in the second quarter of 2025 compared to the second quarter of 2024.
Other Financial Information

GAAP other income (expense), net included the recognition of net unrealized gains on equity securities of $250 million in the second quarter of 2025, compared to $393 million in the second quarter of 2024.

In the second quarter of 2025, the Company’s GAAP effective tax rate (ETR) was 8.4%, compared to 12.0% in the second quarter of 2024. The GAAP ETR decreased in the second quarter of 2025, compared to the second quarter of 2024, primarily due to the net change in uncertain tax positions, partly offset by lower tax benefits from less stock option exercises. During the second quarter of 2025, the release of liabilities for uncertain tax positions recognized upon the effective settlement of an IRS audit reduced the Company’s GAAP ETR by 3.9%. In the second quarter of 2025, the non-GAAP ETR was 8.3%, compared to 10.8% in the second quarter of 2024.

A reconciliation of the Company’s GAAP to non-GAAP results is included in Table 3 of this press release.

Capital Allocation

During the second quarter of 2025, the Company repurchased shares of its common stock and recorded the cost of the shares, or $1.070 billion, as Treasury Stock. As of June 30, 2025, $2.814 billion remained available for share repurchases under the Company’s share repurchase programs.

In July 2025, the Company’s board of directors declared a cash dividend of $0.88 per share on the Company’s common stock and Class A stock, payable on September 3, 2025 to shareholders of record as of August 18, 2025.

2025 Financial Guidance(b)

The Company’s full year 2025 financial guidance consists of the following components:

2025 Guidance
Prior Updated
GAAP R&D $5.560–$5.795 billion $5.660–$5.790 billion
Non-GAAP R&D(a) $5.000–$5.200 billion $5.100–$5.200 billion
GAAP SG&A $2.910–$3.095 billion $2.810–$2.940 billion
Non-GAAP SG&A(a) $2.550–$2.700 billion $2.450–$2.550 billion
GAAP gross margin on net product sales 83%–84% Approximately 83%
Non-GAAP gross margin on net product sales(a) 86%–87% Approximately 86%
COCM* $1.000–$1.150 billion $1.000–$1.050 billion
Capital expenditures* $850–$950 million $880–$950 million
GAAP effective tax rate 9%–11% 11%–13%
Non-GAAP effective tax rate(a) 11%–13% Unchanged

* GAAP and non-GAAP amounts are equivalent as no non-GAAP adjustments have been or are expected to be recorded

A reconciliation of full year 2025 GAAP to non-GAAP financial guidance is included below:

Projected Range
($ in millions) Low High
GAAP R&D $ 5,660 $ 5,790
Stock-based compensation expense 560 590
Non-GAAP R&D $ 5,100 $ 5,200

GAAP SG&A $ 2,810 $ 2,940
Stock-based compensation expense 360 390
Non-GAAP SG&A $ 2,450 $ 2,550

GAAP gross margin on net product sales 83% 83%
Intangible asset amortization expense 2% 2%
Stock-based compensation expense 1% 1%
Non-GAAP gross margin on net product sales 86% 86%

GAAP ETR 11% 13%
Income tax effect of GAAP to non-GAAP
reconciling items <1% <1%
Non-GAAP ETR 11% 13%

Conference Call Information

Regeneron will host a conference call and simultaneous webcast to discuss its second quarter 2025 financial and operating results on Friday, August 1, 2025, at 8:30 AM Eastern Time. Participants may access the conference call live via webcast, or register in advance and participate via telephone, on the "Investors and Media" page of Regeneron’s website at www.regeneron.com. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. A replay of the conference call and webcast will be archived on the Company’s website for at least 30 days.

Solid results for first half of 2025

On August 1, 2025 Orano reported solid results for first half of 2025.

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(Press release, Orano, AUG 1, 2025, View Source;_gl=1*uhwlxo*_gcl_au*MTgwMTY1MTQxMi4xNzY3ODczOTk2 [SID1234661834])

Mabwell Announces IND Application Acceptance for CDH17-Targeting ADC 7MW4911 from Both NMPA and FDA

On August 1, 2025 Mabwell (688062.SH), an innovative biopharmaceutical company with entire industry chain, reported that its proprietary CDH17-targeting antibody-drug conjugate (ADC), 7MW4911, has received Investigational New Drug (IND) application acceptance from China’s National Medical Products Administration (NMPA) and an IND Acknowledgement Letter from the U.S. Food and Drug Administration (FDA) (Press release, Mabwell Biotech, AUG 1, 2025, View Source [SID1234654708]).

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7MW4911 is an investigational CDH17-targeting ADC developed using Mabwell’s proprietary IDDC platform. Its highly optimized structure integrates three key elements:

Mab0727: A highly specific CDH17 monoclonal antibody with rapid internalization properties, cross-species (human/monkey) moderate affinity, and minimal off-target binding.
Novel cleavable linker: Ensures precise payload release in tumor tissues.
MF-6 payload: A proprietary DNA topoisomerase I inhibitor designed to overcome multidrug resistance (MDR), exhibiting superior plasma stability, controlled drug release, and potent bystander effects.
In July 2025, Mabwell published preclinical data in Cell Reports Medicine ("Overcoming multidrug resistance in gastrointestinal cancers with a CDH17-targeted ADC conjugated to a DNA topoisomerase inhibitor"), demonstrating 7MW4911’s tumor-selective cytotoxicity via CDH17-mediated internalization. Key advantages include:

Optimized molecular design: Homogeneous drug-to-antibody ratio (DAR=4, >95%) and stable linker confer exceptional plasma stability, while membrane-permeable MF-6 drives potent bystander killing.
Broad Antitumor Efficacy: Demonstrates robust tumor regression in colorectal, gastric, and pancreatic cancer PDX/CDX models, including tumors with RAS/BRAF mutations and diverse Consensus Molecular Subtypes (CMS).
MDR resistance: Outperforms MMAE/DXd-based ADCs in ABC transporter-mediated MDR models and reverses tumor progression post-ADC treatment.
Target versatility: Active even in tumors with low-to-moderate CDH17 expression, expanding potential patient eligibility.
Favorable safety profile: Limited tissue distribution in mice, controllable pharmacokinetics (moderate half-life, no accumulation), and a wide therapeutic window in cynomolgus monkeys, with no significant toxicity signals.
With this profile, 7MW4911 emerges as a promising therapeutic candidate for advanced gastrointestinal cancers.

About CDH17

CDH17 is a pan-cancer validated target with restricted expression in normal intestinal epithelium but marked overexpression in gastrointestinal cancers (e.g., colorectal, gastric, pancreatic). Its aberrant expression correlates with tumor metastasis and poor prognosis, positioning it as an ideal therapeutic target.

Everest Medicines Expands Strategic Investment in I-MAB

On August 1, 2025 Everest Medicines (HKEX 1952.HK, "Everest", or the "Company"), a biopharmaceutical company focused on the discovery, clinical development, manufacturing, and commercialization of innovative therapeutics, reported that it has made a strategic equity investment in I-Mab, (”I-Mab”), a company listed on the Nasdaq Global Market (”Nasdaq”) trading under the symbol ”IMAB" (Press release, Everest Medicines, AUG 1, 2025, View Source [SID1234654709]).

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"This strategic equity investment furthers our plan to be an active player in next-generation oncology programs across global markets. Everest and its Board of Directors believe this investment recognizes I-Mab’s unique clinical translational capabilities in the U.S., which are complementary and synergistic with the Company’s strong Asia presence," said Rogers Yongqing Luo, Chief Executive Officer of Everest Medicines. "As a biotech pioneer in China, Everest has built internally developed pipeline assets including mRNA therapeutic cancer vaccines and in vivo CAR-T therapies targeting cancer and autoimmune diseases. Our areas of focus meaningfully intersect with I-Mab’s differentiated 4-1BB platform and bispecific antibody pipeline, including oncology candidates Givastomig (Claudin 18.2 x 4-1BB bispecific antibody) and Ragistomig (PD-L1 x 4-1BB bispecific antibody), both promising programs that we are closely watching. Furthermore, both companies may be able to leverage their combined expertise to run clinical programs in both China and the U.S. Everest is proud to develop innovative and valuable therapies that can benefit cancer patients globally."

Financial Terms and Corporate Updates:

I-Mab reported an underwritten offering of 33,333,334 American Depositary Shares (the "ADSs") representing 76,666,668 ordinary shares at an offering price of $1.95 per ADS, for total gross proceeds of approximately US$65 million. Under the arrangement of this offering, Everest will subscribe for 15,846,154 ADSs (the "Subscription"), with an aggregate consideration of US$30.9 million. Upon completion of the Subscription, the Company shall hold an aggregate of 15,846,154 ADSs and 6,078,571 ordinary shares, representing approximately 16.1% of the total issued share capital of I-Mab, inclusive of 6,078,571 ordinary shares already held by Everest.

As all of the applicable percentage ratios of the Subscription are less than 5%, the Subscription is not subject to the announcement or shareholders’ approval requirements under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The investment in I-Mab shares is expected to be booked as "investments" under non-current assets on Everest’s balance sheet. Changes from "mark-to-market" are expected to be reflected in fair value through other comprehensive income in the statement of changes in equity and the investment has no impact on the Company’s P/L statement and will not appear as an operating expense.

I-Mab is a U.S.-based, global biotech company, focused on the development of precision immuno-oncology agents for the treatment of cancer. There are three pipeline products of I-Mab in clinical stage, Givastomig (Claudin 18.2 x 4-1BB bispecific antibody), Ragistomig (PD-L1 x 4-1BB bispecific antibody) and Uliledlimab (CD73 antibody).

I-Mab recently presented positive Phase 1b dose escalation results for givastomig in combination with immunotherapy in first line gastric cancer (ORR of 83%) at the ESMO (Free ESMO Whitepaper) GI 2025 conference which are summarized here.

Median Technologies Has Completed a Capital Increase of € 23.9 Million

On August 1, 2025 Median Technologies (FR0011049824, ALMDT, PEA-PME scheme eligible, "Median" or the "Company"), manufacturer 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 drug developers, reported the success of its capital increase targeting institutional and retail investors through a priority subscription period, a public offering, and a private placement with qualified investors (together, the "Offering") (Press release, MEDIAN Technologies, AUG 1, 2025, View Source [SID1234654710]). The Offering was exclusively open to investors, whether retail or institutional, subscribing for a minimum amount of €100,000 per investor. As a result, subscription requests for a total amount below €100,000 per investor were not allocated.

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The Offering, launched on July 23, 2025, amounted to a total gross proceed of 23.9 million euros, including the issuance premium. The Company exercised the extension clause granted by the Board of Directors as part of the transaction for an amount of 1.9 million Euros.

"I would like to thank all our investors—both institutional and individual—for their support and trust during this capital increase. We are particularly proud to have expanded and strengthened our shareholder base with the participation of renowned Swedish, US, French, German and UK investors (Lungstrom Family Office, Lion Point Life Science Partners, Celestial Successor Fund, Matignon Finance, Invus, Herald Investment Trust, et Tragara Holdings). We also welcome the continued commitment of representatives of the Brag family and friends, who have renewed their trust in the future of the Company.

"This equity financing adds to the up to €37.5 million EIB financing line signed in July 2025 and allows us to meet the contractual conditions to draw down the first €19 million tranche. The Company’s cash runway is now extended through the fourth quarter of 2026, and potentially way beyond with the full exercise of the warrants, which can generate additional equity of €51.7 million", said Fredrik Brag, CEO and Founder of Median Technologies.

"This transaction provides us with the solid financial resources needed for the commercial launch of our Software as a Medical Device eyonis LCS in the United States, while also strengthening our position to finalize negotiations with commercial partners for the distribution of our eyonis LCS product. Furthermore, the funds raised will also enable us to continue and accelerate our technological and clinical development efforts for the next medical imaging software devices in our eyonis suite—namely, eyonis IPN for the incidental detection of lung cancer, and eyonis HCC for the early diagnosis of primary liver cancer", Brag added.

Main terms of the Offering

The Offering, carried out with the cancellation of shareholders’ preferential subscription rights and including a five-trading-day subscription period (on both irreducible and reducible bases), amounted to total gross proceeds of 23.9 million euros, including the issuance premium.

In accordance with the Regulation (EU) 2017/1129, the Offering was addressed to investors, whether retail or institutional, who will subscribe to it for a total consideration of at least €100,000 per investor.

In total, the Offering resulted in the issuance of 14,424,541 new ordinary shares of the Company (the "New Shares"), each accompanied by a warrant (the "Warrants" and, together with the New Shares to which they are attached, the "ABSA"). The new ABSA were issued at a price of €1.66 per ABSA, including the issuance premium, representing approximately 72.3% of the Company’s existing share capital on a non-diluted basis. This price reflects a nominal discount of 17.9% compared to the volume-weighted average price (VWAP) of the Company’s shares over the twenty trading days preceding and through the date of July 18, 2025.

The Offering was allocated as follows:

On an irreducible and reducible basis during the priority subscription period to existing shareholders: 9,201,890 new ABSA, representing 64% of the capital increase,
As part of the public offering in France: 241,224 new ABSA, representing 2% of the capital increase,
As part of the Global placement targeting qualified investors (the "Global Placement"), which included (a) a private placement to a limited number of accredited investors (as defined in Rule 501(a) of the U.S. Securities Act of 1933 (the "Securities Act")) and/or qualified institutional buyers (as defined in Rule 144A of the Securities Act), and (b) an international offering outside the United States in "offshore transactions" pursuant to Regulation S of the Securities Act ("Regulation S"), (A) within the European Union (including France), to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended, and (B) outside the European Union (excluding South Africa, Japan, Australia, and Canada) in accordance with applicable laws in each relevant jurisdiction: 4,981,427 new ABSA, representing 35% of the capital increase.
Settlement and delivery of the ABSA and their admission to trading on the Euronext Growth Paris market is expected to take place on August 5, 2025. The New Shares will be of the same class and fully fungible with the Company’s existing ordinary shares, will carry all rights attached to existing shares, and will be admitted to trading on Euronext Growth Paris under the same ISIN code: FR0011049824 – ALMDT.

Two warrants attached to the new shares entitle the holder thereof to subscribe for three new ordinary shares of the Company at a total exercise price of €7.17, i.e., an exercise price of €2.39 per new ordinary share. The theoretical value of each warrant is €0.90 per new ordinary share, based on the Black-Scholes model and assuming a volatility of 76%. The warrants will be detached from the new shares immediately upon issuance and will be admitted to trading on Euronext Growth under ISIN code FR0014011D04.

The full exercise of the 14,424,541 warrants subscribed as part of the Offering would represent additional gross proceeds of 51.7 million euros. The warrants will expire 30 months after their issuance date, i.e., on 5 February 2028.

The Offering did not and will not require the preparation of a prospectus subject to approval by the French Financial Markets Authority (Autorité des Marchés Financiers), in accordance with Article 1.4.d) of Regulation (EU) 2017/1129 of the European Parliament and of the Council dated June 14, 2017, as amended.

Intended use of the transaction’s net proceeds

Approximatively one-third of the net proceeds will be used to support eyonis Lung Cancer Screening (LCS) progress towards major milestones consisting of commercial launch and sales development in the U.S,
Approximatively one-third of the net proceeds will be used to accelerate the expansion of Median’s proprietary suite of Software as a Medical Device, eyonis, for image-based early cancer diagnosis, notably the scientific and clinical development of Software as a Medical Devices for incidental findings of pulmonary nodules (eyonis IPN) and liver cancer early diagnosis (eyonis HCC), and
Approximately one-third of the net proceeds will be used to finance the Company’s general corporate needs and to support its cash position through the fourth quarter of 2026.
Furthermore, successful settlement and delivery of the Offering is expected to allow the Company to fulfill its contractual obligations with the European Investment Bank (EIB), enabling the drawing down of the €19 million first tranche of the new financing facility without delay. The signature of the new EIB financing facility of a total amount of €37.5 million had been announced on July 11, 2025.

Impact of the Offering on the Company’s shareholding structure

Shareholders

Before Offering

After completion of the Offering

Shares

% shareholding

Shares

% shareholding

Furui Medical Science Company Luxembourg

1,507,692

7.8%

1,507,692

4.5%

Celestial successor fund LP

1,288,958

6.6%

2,553,312

7.5%

Founders, Managers, Employees

1,184,998

6.1%

1,245,240

3.7%

Canon Inc.

961,826

4.9%

961,826

2.8%

Abingworth bioventures VI LP

956,819

4.9%

956,819

2.8%

Free float

13,549,988

69.7%

26,649,933

78.7%

Total

19,450,281

100.00%

33,874,822

100.00%

Financial intermediary

TP ICAP Midcap acted as global coordinator and bookrunner for the Offering.

Risk factors

The principal risk factors related to the Offering are spelled out below:

Shareholders who did not subscribe to the Offering will have their percentage interest in the Company’s equity diluted as a result of the issuance of the New Shares, and may experience further dilution upon the potential exercise of the Warrants as well as, more generally, through any future capital increases that may be required to support the Company’s financing needs.
The market price of the Company’s shares could fluctuate and fall below the subscription price of the ABSAs and/or not reach a sufficient level to make the exercise of the BSAs attractive.
The volatility and the liquidity of the Company’s shares could fluctuate significantly.
Those other risk factors relating to the Company and its activities contained in Note 6, Section "P. Specific Risk Factors" to the Company’s Annual Financial Report, available on the Company’s website www.mediantechnologies.com in the "Investors" section.