DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2026

N

NOTE 18. DISCONTINUED OPERATIONS

Background and Plan of Disposal

On May 28, 2026, the Board of Directors approved a plan to discontinue and exit the Company’s ESWL and Distribution reportable segments and delegated authority to management to develop and implement the related disposal plans. The exit implements the Company’s strategic realignment, announced on May 29, 2026 together with the Company’s new FocalTherics corporate identity, to focus the Company exclusively on its robotic focal therapy business built around the Focal One® HIFU platform.

The ESWL segment consists of the Company’s extracorporeal shock wave lithotripsy activities, including systems, mobile treatment activities, service arrangements, spare parts and consumable electrodes, and related personnel and intellectual property. The Distribution segment distributes third-party medical devices, including lasers, imaging, and urodynamics products and related consumables and spare parts, through the Company’s subsidiaries in Japan, South Korea, Malaysia and Germany.

Expected Manner and Timing of Disposal

The Company expects to dispose of the ESWL and Distribution businesses through one or more sale transactions, which may be structured on a portfolio, regional or counterparty-specific basis. The Company has initiated an active program to locate buyers, including outreach to multiple potential counterparties, execution of confidentiality agreements, and receipt and negotiation of transaction proposals, and expects the sales to be completed within one year of the held-for-sale classification date. No definitive agreement for the sale of either business had been executed as of the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”).

Held-for-Sale Classification

At the end of the second quarter of 2026, the ESWL and Distribution segments met the held-for-sale criteria in ASC 205-20-45-1E. Because the planned exit involves two of the Company’s three reportable segments and represents a strategic shift that will have a major effect on the Company’s operations and financial results, the ESWL and Distribution segments are reported as discontinued operations for all periods presented. The Company recognized no loss upon classification as held for sale.

Results of Discontinued Operations

The results of the ESWL and Distribution segments reported as discontinued operations, net of tax, and the major classes of line items constituting the pretax income (loss) of discontinued operations, were as follows for the three and six months ended June 30, 2026 and 2025:


				Three Months Ended June 30,				Six Months Ended June 30,
		Note		2026		2025		2026		2025
Sales of goods				3,716		6,239		7,839		11,871
Sales of RPPs & leases				234		387		550		715
Sales of spare parts and services				1,676		1,945		3,456		3,752
Total revenues				5,626		8,571		11,845		16,338

Cost of goods sold				(2,399)		(4,099)		(5,146)		(7,676)
Cost of RPPs & leases				(172)		(322)		(518)		(644)
Cost of spare parts and services				(1,010)		(1,327)		(1,951)		(2,360)
Total cost of sales				(3,580)		(5,748)		(7,615)		(10,680)

Gross profit				2,046		2,823		4,229		5,658

Research and development expenses				(134)		(222)		(264)		(447)
Selling and marketing expenses				(1,287)		(1,848)		(2,113)		(3,516)
General and administrative expenses				(604)		(677)		(1,173)		(1,183)

Operating income (loss)				21		76		680		511
Financial (expense) income, net				(12)		17		(19)		34
Foreign currency exchange gain (loss), net				(15)		(51)		(25)		(32)

Income (loss) before taxes				(6)		41		635		514
Income tax expense				(70)		(93)		(198)		(229)
Income (loss)				(75)		(51)		437		285
Income (loss) per share - Basic and Diluted		12		(0.00)		(0.00)		0.01		0.01
Average number of shares used in computation of basic & diluted loss per share		12		37,527,950		37,420,318		37,481,986		37,406,202

Assets and Liabilities of Discontinued Operations

The carrying amounts of the major classes of assets and liabilities of the ESWL and Distribution segments classified as discontinued operations in the condensed consolidated balance sheets were as presented below as of June 30, 2026 and December 31, 2025. As we expect the sale of discontinued operations to be completed within one year from June 30, 2026, all the non-current assets or liabilities as of June 30, 2026 have been reclassified as current assets or liabilities in the Condensed Consolidated Balance Sheet.


				June 30,		December 31,
ASSETS		Notes		2026		2025
Cash and cash equivalents				—		—
Current portion of trade accounts and notes receivable, net				5,713		6,339
Other receivables				533		11
Inventories				4,462		5,060
Other assets, current portion				194		146
Property and equipment, net				1,609		1,605
Operating lease right-of-use assets				1,033		1,136
Intangible assets, net				2		2
Goodwill				2,013		2,076
Deposits and other non-current assets				450		452
Deferred tax assets				801		820
Net trade accounts and notes receivable, non-current				—		13
Total current assets				16,812		11,555
Non-current assets				—		6,106
Total assets of discontinued operations				16,812		17,661
LIABILITIES
Trade accounts and notes payable				1,473		2,022
Deferred revenues, current portion				881		646
Social security and other payroll withholdings taxes				138		277
Employee absences compensation				201		208
Income taxes payable				83		193
Other accrued liabilities				1,218		557
Short-term borrowings				1,758		1,600
Current obligations under finance leases				108		110
Current portion of operating lease obligations				190		207
Current portion of long-term debt				13		44
Deferred revenues, non-current				215		197
Obligations under finance leases				236		241
Operating lease obligations, non-current				911		1,005
Long-term debt, non-current				—		—
Other long-term liabilities				1,555		1,513
Total current liabilities				8,978		5,862
Total non-current liabilities				—		2,957
Total liabilities of discontinued operations				8,978		8,819

Allocations, Interest and Continuing Involvement

Amounts reported in discontinued operations include the revenues and costs directly attributable to the ESWL and Distribution segments. General corporate overhead not directly attributable to the discontinued businesses continues to be reported in continuing operations. Except for short-term borrowings related mainly to factored receivables in Japan, the Company does not expect any purchaser to assume Company indebtedness in connection with the planned disposals, and accordingly no interest expense has been allocated to discontinued operations. Certain transaction proposals contemplate customary transition arrangements, such as training, transfer of employees, customer support, supply of electrodes and spare parts, and licenses of intellectual property and know-how. The Company does not currently expect to have significant continuing involvement with the ESWL or Distribution businesses following their disposal and will evaluate and disclose the nature, duration and financial effects of any continuing involvement based on definitive transaction terms.

EIB Credit Facility

The Company’s Finance Contract with EIB contains provisions applicable to disposals of assets or businesses, including requirements to inform EIB of contemplated disposals and, in certain circumstances, to apply disposal proceeds toward prepayment

of amounts outstanding under the Credit Facility. The Company has informed EIB of the planned exit of the ESWL and Distribution businesses, and these provisions do not restrict the Company’s ability to transfer the businesses in their present condition. The Company will assess any required application of sale proceeds, and the related classification of borrowings under the Credit Facility, upon execution of definitive transaction agreements. See Note 6, Long Term Debt.

Cash Flow Information

The Company has elected not to separately present the operating and investing cash flows of discontinued operations in the condensed consolidated statements of cash flows. Depreciation, amortization, capital expenditures and significant operating and investing noncash items of the discontinued operations for the six months ended June 30, 2026 and 2025 were as:


			Six Months Ended June 30,
			2026		2025
Depreciation and amortization			166		277
Capital expenditures			337		175
Non cash - Financing lease obligations incurred			69		76
Non cash Operating lease obligations incurred			71		259