Median Technologies Announces Launch of a Capital Increase Through a Private Placement and a Public Offering

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Median Technologies (Euronext Growth – ALMDT) (the "Company") announces today the launch of a capital increase for an indicative amount of approximately €10 million (the "Global Offering") via (i) a private placement by an accelerated book-building process, pursuant to Article L.411-2, 1° of the French Monetary and Financial Code (the "Private Placement") and (ii) a public offering to retail investors via the PrimaryBid platform (the "PrimaryBid Offering"). In the event of excess demand from investors in the context of the Private Placement, the Company reserves the right to increase the amount raised up to the limit of 20% of its share capital.

The Company is also announcing the signature of a Securities Purchase Agreement with Celestial Successor Fund, LP ("CSF "), for a convertible bonds issuance (the "Convertible Bonds") to CSF for an amount of €10 million. The Convertible Bonds, with a 7-year maturity, will bear paid-in-kind interest at a rate of 8.5%. The conversion price of the Convertible Bonds will be set according to a formula including a 25% premium over an average of the closing prices of the shares. CSF's subscription to the Convertible Bonds is conditioned on the success of the Global Offering.

The net proceeds from the Global Offering and the Convertible Bonds issuance will mainly be intended:

• to accelerate the growth of the iCRO business, which provides services to the global bio-pharmaceutical industry for image management and analysis in oncology clinical trials,
• to pursue the development of the iBiopsy AI/ML platform, which develops software programs as medical device based on AI technology. This financing is mainly focused on the clinical program on Lung Cancer Screening that the Company intends to submit to the FDA for approval in 2024, and
• for general corporate purposes.

This fundraising will extend the Company’s financing outlook until 2025.

Finally, subject to certain conditions, the Company may draw the second tranche of the loan granted by the European Investment bank (EIB) for a further €10 million.

Terms of the Global Offering

The Global Offering will be carried out in two distinct but concomitant components:

• a new ordinary shares issuance to institutional investors via a Private Placement under the provisions of Article L.225-136 of the French Commercial Code and Article L. 411-2,1° of the French Monetary and Financial Code, without shareholders’ preferential subscription rights. Pursuant to the 19^th resolution of the Company's Combined General Meeting of June 20, 2023 (the "General Meeting"), the number of new shares may not exceed 20% of the Company's share capital and the issue price of the new shares shall be set under the terms stipulated by the resolution; and
• a public offering of new ordinary shares for individuals via the Primary Bid platform, which will be carried out by a proportional allocation to the demand for shares for which the allocated amount represents no more than 20% of the Global Offering and up to a maximum of €8M, with allocations reduced should demand exceed this amount, pursuant to Article L.225-136 of the French Commercial Code (pursuant to the 18^th resolution of the General Meeting).

The Private Placement is reserved in the European Economic Area (including France), to qualified investors, as this term is defined by Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended. Shares in the Company will only be offered or sold outside the United States of America and in the context of offshore transactions, pursuant to Regulation S of the Securities Act.