Theraclion Raises €4.2 Million Through Private Placement with Institutional Investors

Regulatory News:

THERACLION (Paris:ALTHE) (Euronext Growth, FR0010120402 – ALTHE), a company specialized in leading-edge medical equipment for echotherapy, today announced that it has raised € 4.2 millions in a private placement in accordance with Article L.411-2 II of the French Monetary and Financial Code, carried out with institutional investors in Europe.

"This capital increase strengthens our cash position together with our institutional shareholder base. With the support from leading investors, we will continue to develop echotherapy," said David Caumartin, CEO of Theraclion. "The funds raised will accelerate commercial development in our current markets for ultrasound therapy, continue our efforts to gain access to the Chinese and US markets, and accelerate the development of new indications such as varicose veins."

In order to carry out this transaction, Theraclion issued 989,113 new shares, for an amount of € 4.2, within premium included, under a capital increase with cancellation of preferential subscription rights, in favor of institutional investors, pursuant to the 11^th resolution approved by the extraordinary general meeting of May 11, 2017. The number of these new shares represents 15.2 % of the total number of shares outstanding, bringing the total number of shares after the private placement to 7,481,730.

For information, a shareholder holding 1% of the share capital before the transaction will hold 0.85% of the share capital after the transaction.

The price of the private placement was set at € 4.22 per share. This price results from the confrontation of the offer and the demands of actions by the investors according to the technique known as "accelerated bookbuilding," as developed by professional practices. This price brings out a discount in accordance with the terms of the 11^th resolution approved by the Extraordinary General Meeting of May 11, 2017.

The new shares issued will be fungible to the existing shares. They will be listed on the Euronext Growth Paris market on the same trading line as the existing shares under ISIN code FR0010120402. Settlement-delivery will take place on October 19, 2017.

The capital increase was executed with institutional investors specialized in the sector and generalists, from France, from Germany and from the United States, in accordance with Theraclion's strategy in these markets.

This program will enable Theraclion to:

• accelerate its commercial deployment in Germany and Hong Kong,
• build its deployment in China,
• investigate the Echopulse® device for the treatment of insufficient superficial and perforating veins of the lower limb (varicose veins),
• continue the pivotal trial underway to obtain access to the United States market in the indication of fibroadenoma,
• perform the first clinical trial in the world combining echotherapy and immunotherapy, in the treatment of metastatic breast cancer in accordance with legal and regulatory provisions.

The private placement did not require a prospectus submitted for approval by the Autorité des Marchés Financiers.

In connection with the private placement, Theraclion has agreed with the Global Coordinator and bookrunner that it will not sell or transfer its shares (other than those offer in the private placement) for a period of 90 days from the date of settlement-delivery for a lower price than the one of the private placement.

As part of the private placement, the Company was accompanied by Invest Securities acting as Global Coordinator. The legal counsel of the Company for the stock market aspects is Lexelians law firm.

Jean Emmanuel Vernay, Managing Director of Invest Securities, said: "We are very pleased to have successfully completed this operation for Theraclion, which we have been accompanying since its IPO. We are seeing considerable progress in its expansion in therapeutic applications and we are delighted with the investors of high quality who have decided to invest in this operation."

Partial block sale of shares held by the funds managed by Truffle Capital

As the same time as the private placement, the funds managed by Truffle Capital sold 349,302 Theraclion’s shares i.e. 5.38% of the share capital prior to the private placement, to institutional investors through block sales at the price of the private placement.

Funds managed by Truffle Capital have been the historic shareholder of Theraclion since its creation 13 years ago. Truffle Capital's mission is to support the start-up of innovative companies.

As part of the bloc sale described above, Truffle Capital committed not to transfer Theraclion securities directly to the market, except by way of block trades with the prior written approval from Invest Securities, for a period of 12 months until October 19, 2018.

About Theraclion

Theraclion is a French company specializing in high-tech medical equipment using therapeutic ultrasound. Drawing on leading-edge technologies, Theraclion has designed and manufactured an innovative solution for echotherapy, the Echopulse®, allowing non-invasive tumor treatment through ultrasound-guided high-intensity focused ultrasound. Theraclion is ISO 13485 certified and has received the CE mark for non-invasive ablation of breast fibroadenomas and thyroid nodules. Based in Malakoff, near Paris, France Theraclion has brought together a team of 35 people, 50% of whom are dedicated to R&D and clinical trials. For more information, please visit Theraclion’s website: www.theraclion.com.

Theraclion is listed on Euronext Growth Paris

PEA-PME eligible

Mnemonic: ALTHE - ISIN Code: FR0010120402

DISCLAIMER

This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in any country or jurisdiction.

This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities in France. Securities mentioned in this press release may not be and will not be offered to the public in France, and may only be offered to qualified investors, as defined in, and in accordance with articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.

The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons”). The private placement mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.

This press release has been prepared on the understanding that the offer of securities referred to herein in any Member State of the European Union or the members of the European Economic Area Agreement who have transposed the Prospectus Directive (each, a "Concerned Member State") will not require the publication of a prospectus in any Concerned Member State, and no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State. As a result, any person offering or intending to offer, in any Concerned Member State, the securities that are the subject of the private placement described herein may not do so except in a manner that will not create any obligation on the part of Theraclion or the Global Coordinators mentioned herein to publish a prospectus with respect to such offer under Article 3 of the Prospectus Directive, as modified by Prospectus Directive Amendment 2010/73/UE. Neither Theraclion nor any of the Global Coordinator has authorized, nor will authorize, any offer of the securities mentioned referred to herein in circumstances that would result in the obligation on the part of Theraclion or the Global Coordinators to publish a prospectus in connection with such offer.

This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended.

This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Theraclion in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Theraclion have not been and will not be registered under the U.S. Securities Act and Theraclion does not intend to make a public offer of its securities in the United States of America.

The diffusion of this press release in certain countries may be prohibited under applicable law. This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in Canada or in Japan.

Finally, this press release may be drafted in the French and English languages. If both versions are interpreted differently, the French language version shall prevail.

This document may not be published or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

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