Profound Medical Corp. Announces Closing of Private Placement

Rhea-AI Summary

Profound Medical (NASDAQ:PROF) closed a private placement on Dec 30, 2025, issuing 921,428 common shares at US$7.00 per share for aggregate gross proceeds of approximately US$6.45 million.

The issued shares carry a Canadian resale hold period of four months plus one day. The company intends to use net proceeds for sales and marketing, working capital, R&D, strategic transactions and general corporate purposes. Profound agreed to file a U.S. registration statement to register resale of the shares within four months of closing.

Positive

• Gross proceeds of ~US$6.45 million
• Committed U.S. registration filing within four months
• Proceeds allocated to sales, R&D and working capital

Negative

• Issued 921,428 shares causing shareholder dilution
• Canadian holders subject to 4 months+1 day resale hold
• Securities not registered in U.S.; resale restricted until registration

Key Figures

Private placement shares 921,428 common shares Shares issued in Canadian private placement

Offering price US$7.00 per share Price for private placement common shares

Gross proceeds US$6.45 million Aggregate gross proceeds from private placement

Hold period four months plus one day Canadian securities law hold period on issued shares

Resale registration deadline within four months Planned SEC registration of resale of private placement shares

Shelf capacity $150,000,000 Maximum aggregate securities under Form S-3 shelf

Market Reality Check

$7.66 Last Close

Volume Volume 119,317 vs 20-day average 151,802 (relative volume 0.79x) ahead of the private placement closing. normal

Technical Shares traded above the 200-day moving average of 5.65 prior to this private placement closing.

Peers on Argus

Peers showed mixed moves: OWLT +2.04%, RCEL +1.17%, while LNSR -2.81%, RPID -4.51%, SERA -12.12%, suggesting company-specific focus on PROF’s financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 24	Private placement upsize	Negative	+1.5%	Upsized Canadian private placement to US$6.45M at US$7.00 per share.
Dec 23	Registered direct close	Negative	+0.8%	Closed US$36M registered direct offering at US$7.00 per share.
Dec 19	Financing package pricing	Negative	-2.9%	Priced up to US$40M in combined registered direct and private placement.
Dec 04	Clinical award data	Positive	-1.4%	RSNA Cum Laude award for CAPTAIN perioperative TULSA trial data.
Nov 28	AI module & data	Positive	+2.2%	Launch of TULSA-AI BPH module and new TULSA-PRO clinical data plans.

Pattern Detected

Recent financings often saw mixed reactions, with both aligned and divergent price moves versus the perceived news impact.

Recent Company History

Over the last month, Profound Medical has focused on capital raising and clinical visibility. Between Nov 28 and Dec 19, it announced new TULSA-AI functionality and CAPTAIN trial recognition, then priced up to $40 million of equity financing. Subsequent updates on the registered direct offering and an upsized private placement, including today’s closing, kept attention on funding sales, marketing, R&D, and strategic transactions, framing this private placement as the completion of a broader financing package.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-13

$150,000,000 registered capacity

An effective Form S-3 shelf filed on Nov 13, 2025 allows Profound Medical to issue up to $150,000,000 of various securities over time, providing flexibility to raise additional capital for working capital, capital expenditures, and general corporate purposes as outlined in the shelf registration.

Market Pulse Summary

This announcement confirms the closing of Profound Medical’s Canadian private placement, issuing 921,428 shares at US$7.00 for gross proceeds of US$6.45 million. The capital is earmarked for sales and marketing expansion, working capital, R&D, strategic transactions, and general corporate purposes. Investors may watch how quickly these funds translate into commercial progress and whether further use of the $150,000,000 shelf registration or other equity financing follows.

Key Terms

private placement financial

"completed its previously announced private placement of common shares to Canadian investors"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

hold period regulatory

"subject to a hold period of four months plus one day from the closing date"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

U.S. Securities Act regulatory

"have not been registered under the U.S. Securities Act, and such securities may not be offered"

A U.S. securities act is a federal law that requires companies to disclose clear, detailed information before offering stocks or bonds to the public and prohibits false or misleading statements. Think of it as a product label and consumer-protection rule for investments: it helps investors know what they’re buying and provides legal remedies if information is withheld or deceptive, which can affect confidence, pricing and the ability of companies to raise money.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

TORONTO, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Profound Medical Corp. (NASDAQ:PROF; TSX:PRN) (“Profound” or the “Company”) is pleased to announce that it has completed its previously announced private placement of common shares to Canadian investors (the “Offering”).

Pursuant to the Offering, the Company issued an aggregate of 921,428 common shares at a price of US$7.00 per common share, for aggregate gross proceeds of approximately US$6.45 million.

The common shares sold pursuant to the Offering are subject to a hold period of four months plus one day from the closing date of the Offering under Canadian securities laws.

The Company intends to use the net proceeds from the Offering for expansion of its sales and marketing, working capital, research and development, strategic transactions and general corporate purposes.

The securities being offered under the Offering have not been registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws. The Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission registering the resale of the common shares issued in the private placement within four months from the closing date of the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Profound Medical Corp.

Profound is a commercial-stage medical device company that develops and markets AI-powered, MRI-guided, incision-free therapies for the ablation of diseased tissue.

Profound is commercializing TULSA-PRO^®, a technology that combines real-time MRI, AI-enhanced planning, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. The TULSA Procedure™, performed using the TULSA-PRO system, has the potential of becoming a mainstream treatment modality across the entire prostate disease spectrum; ranging from low-, intermediate-, or high-risk prostate cancer; to hybrid patients suffering from both prostate cancer and benign prostatic hyperplasia (“BPH”); to men with BPH only; and also, to patients requiring salvage therapy for radio-recurrent localized prostate cancer. The TULSA Procedure employs real-time MR guidance for precision to preserve patients’ urinary continence and sexual function, while killing the targeted prostate tissue via precise sound absorption technology that gently heats it to 55-57°C. TULSA is an incision- and radiation-free “one-and-done” procedure performed in a single session that takes a few hours. Virtually all prostate shapes and sizes can be safely, effectively, and efficiently treated with TULSA. There is no bleeding associated with the procedure; no hospital stay is required; and most TULSA patients report quick recovery to their normal routine. TULSA-PRO is CE marked, Health Canada approved, and 510(k) cleared by the U.S. Food and Drug Administration (“FDA”).

Profound is also commercializing Sonalleve^®, an innovative therapeutic platform that is CE marked for the treatment of uterine fibroids, adenomyosis, pain palliation of bone metastases, desmoid tumors and osteoid osteoma. Sonalleve has also been approved by the China National Medical Products Administration for the non-invasive treatment of uterine fibroids and has FDA approval under a Humanitarian Device Exemption for the treatment of osteoid osteoma. Profound is in the early stages of exploring additional potential treatment markets for Sonalleve where the technology has been shown to have clinical application, such as non-invasive ablation of abdominal cancers and hyperthermia for cancer therapy.

Forward-Looking Statements

This release includes forward-looking statements regarding Profound and its business which may include, but is not limited to, statements relating to the Company’s anticipated use of proceeds from the Offering and the intended registration of the common shares. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of the management of Profound. The forward-looking events and circumstances discussed in this release, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company. Although Profound has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Other factors and risks that may cause actual results to differ materially from those set out in the forward-looking statements are described in Profound’s Annual Report on Form 10-K and other filings made with U.S. and Canadian securities regulators, available at www.sedarplus.ca and www.sec.gov. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Profound undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, other than as required by law.

For further information, please contact:

Stephen Kilmer
Investor Relations
skilmer@profoundmedical.com
T: 647.872.4849

FAQ

What did Profound Medical (PROF) announce on December 30, 2025?

Profound closed a private placement issuing 921,428 shares at US$7.00 for ~US$6.45 million gross proceeds.

How will Profound (PROF) use the proceeds from the US$6.45M private placement?

The company intends to use net proceeds for sales and marketing, working capital, R&D, strategic transactions and general corporate purposes.

Are the private placement shares of PROF tradable in the U.S. immediately?

No. The securities were not registered under the U.S. Securities Act and resale in the U.S. is restricted until registration or an exemption.

When can Canadian investors resell the Profound (PROF) shares from the private placement?

Shares sold in the Offering are subject to a Canadian hold period of four months plus one day from closing.

Will Profound (PROF) file to register resale of the private placement shares in the U.S.?

Yes. The company agreed to file a U.S. registration statement to register resale of the issued shares within four months from closing.