| | (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.
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, 2021, Master Fund holds an aggregate of 3,148,609 Ordinary Shares (represented by 3,148,609 ADS), representing approximately 9.4% of the issued and outstanding Ordinary Shares as of such date. The foregoing percentage is calculated based upon 33,448,136 Ordinary Shares outstanding as of September 30, 2021, as reported in the Issuer’s earnings release dated November 17, 2021.
As the general partner of Master Fund, Soleus Capital, LLC 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 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 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 direct the vote and to dispose or to direct the disposition of the securities held by Master Fund.
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 or Soleus Capital Group, 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.
