Profound Medical Corp. 8-K

What Happened

• Profound Medical Corp. announced it entered into a subscription agreement and closed a private placement on December 30, 2025, issuing 921,428 common shares at $7.00 per share for aggregate gross proceeds of $6.45 million. The investors were certain Canadian (non‑U.S.) persons and the sale relied on the Regulation S exemption from U.S. registration. The company also issued a press release on December 30, 2025 announcing the closing.

Key Details

• Shares issued: 921,428 common shares.
• Price per share: $7.00.
• Gross proceeds: $6.45 million, closed December 30, 2025.
• Regulatory and resale notes: Offering completed under Regulation S (sold outside the U.S. to non‑U.S. persons); the Shares are subject to transfer restrictions and may not be offered or sold in the U.S. absent registration or an applicable exemption. The company intends to file a registration statement to enable resale of the Shares within four months after closing.

Why It Matters

• The transaction provides Profound Medical with $6.45M of additional capital, which could support operations, R&D, or other corporate needs. Because the Shares were sold under Regulation S to non‑U.S. investors, they are initially restricted from U.S. resale; the company’s planned registration filing within four months could enable future U.S. resale. Investors should note the issuance of new shares and the resulting change in the company’s capital structure disclosed in this 8‑K. The company furnished a press release announcing the offering closing.