Profound Medical Corp. 8-K

What Happened

• Profound Medical Corp. announced on December 19, 2025 that it entered into a Securities Purchase Agreement to sell 5,142,870 common shares in a registered direct offering at $7.00 per share for gross proceeds of $36.0 million. The Company expects the offering to close on or about December 22, 2025, subject to customary closing conditions. The offering is being made under a Form S-3 registration statement (File No. 333-291516) declared effective December 4, 2025.
• The Company also intends to complete a related private placement in Canada of up to 571,428 common shares at $7.00 per share (up to $4.0 million), subject to required approvals including conditional Toronto Stock Exchange approval; those shares will carry a four-month plus one day hold period.

Key Details

• Offering size and price: 5,142,870 common shares at $7.00 per share; gross proceeds $36.0M.
• Private placement: up to 571,428 shares at $7.00 per share; up to $4.0M; expected to close on or before Dec 30, 2025; Canadian hold period applies.
• Placement agent: Konik Capital Partners (division of T.R. Winston) engaged; fee of 5.0% of gross proceeds plus reimbursement of documented out-of-pocket expenses (legal fee reimbursement capped at $100,000).
• Company use of proceeds: expansion of sales and marketing, working capital, R&D, strategic transactions and general corporate purposes.
• Other terms: 60-day restriction on issuing/selling common shares or securities convertible/exercisable into common shares after closing; legal opinion from Mintz LLP included as Exhibit 5.1.

Why It Matters

• This transaction raises fresh capital to fund growth initiatives (sales/marketing, R&D and potential strategic transactions) and to support operations, reducing near-term financing risk.
• It is dilutive to existing shareholders because new common shares are being issued; investors should watch post-closing share count and any secondary impacts on share price.
• The Canadian private placement is restricted from sale in the U.S. and requires TSX approval, so its completion is not guaranteed and is separate from the registered U.S. offering.