Profound Medical Corp. Announces Pricing of up to $40 Million Financing Comprised of a $36 Million Registered Direct Offering and a Subsequent $4 Million Private Placement

Rhea-AI Summary

Profound Medical (Nasdaq:PROF) announced a financing package of up to $40 million consisting of a $36 million registered direct offering (5,142,857 common shares at $7.00 per share) and a subsequent Canadian private placement of up to $4 million (571,428 common shares at $7.00 per share).

The registered direct offering is expected to close on or about December 22, 2025, subject to customary conditions; the private placement closing is expected on or prior to December 30, 2025 and is subject to Toronto Stock Exchange conditional approval and a four-month-plus-one-day hold period for those shares.

Gross proceeds to the company are expected to be approximately $36 million before placement agent fees and expenses, and net proceeds are planned for sales and marketing expansion, working capital, R&D, strategic transactions and general corporate purposes.

Positive

• Up to $40M total financing announced
• Registered direct offering of $36M (5,142,857 shares at $7.00)
• Planned private placement of up to $4M (571,428 shares at $7.00)
• Proceeds earmarked for sales & marketing, R&D, working capital

Negative

• Gross proceeds of $36M are before placement agent fees and expenses
• Private placement shares subject to 4 months + 1 day hold period
• Private placement requires TSX conditional approval before closing
• Securities in the private placement will not be registered in the U.S.

Key Figures

Registered direct shares 5,142,857 common shares Shares sold in registered direct offering at $7.00 per share

Registered direct pricing $7.00 per share Purchase price in registered direct offering

Registered direct gross proceeds $36 million Expected gross proceeds before fees from registered direct offering

Private placement shares up to 571,428 common shares Planned Canadian private placement at $7.00 per share

Private placement gross proceeds up to $4 million Planned gross proceeds from Canadian private placement

Total financing size up to $40 million Combined registered direct and private placement gross proceeds

Hold period four months plus one day Hold period for shares issued in the Canadian private placement

Form S-3 file number File No. 333-291516 Effective shelf registration statement referenced for the offering

Market Reality Check

$7.66 Last Close

Volume Volume 132,821 vs 20-day average 88,652 (relative volume 1.5x). normal

Technical Price $7.86 is above 200-day MA at $5.63 and within 2% of 52-week high $7.99.

Peers on Argus

Peers show mixed moves: OWLT up 3.04%, RCEL up 2.75%, SERA up 1.71%, LNSR slightly up, while RPID is down 1.47%, suggesting this financing is stock-specific rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Clinical recognition	Positive	-1.4%	RSNA Cum Laude award for CAPTAIN perioperative TULSA vs robotic RP data.
Nov 28	Product launch & data	Positive	+2.2%	Launch of TULSA-AI BPH module and new TULSA-PRO clinical data at RSNA/SUO.
Nov 18	Clinical milestone	Positive	-2.6%	Hong Center’s 200th independent TULSA procedure milestone with favorable outcomes.
Nov 13	Earnings results	Positive	-1.9%	Record Q3 2025 revenue, margin expansion, and installed base growth disclosure.
Nov 12	Distribution agreement	Positive	+0.7%	Exclusive TULSA-PRO distribution agreement for Australia and New Zealand.

Pattern Detected

Recent positive clinical, commercial, and earnings updates have often seen muted or negative 24-hour price reactions, with 3 of 5 upbeat events followed by share-price declines.

Recent Company History

This announcement follows a series of positive clinical, commercial, and financial milestones in late 2025. In Q3 2025, Profound reported record revenue of $5.3M with improved margins and a growing installed base. Subsequent news highlighted new APAC distribution with Getz Healthcare, a 200th independent TULSA procedure milestone, AI-powered BPH workflow innovation, and RSNA recognition for CAPTAIN trial data. Despite generally constructive fundamentals, short-term price reactions to these prior announcements were mixed, framing today’s equity financing against a backdrop of growth coupled with capital needs and liquidity disclosures in recent filings.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-13

$150,000,000 registered capacity

On 2025-11-13, Profound filed a Form S-3 shelf registration to offer up to $150,000,000 of securities, including common shares, warrants, debt securities, subscription receipts, and units, with terms to be set in future prospectus supplements. As of the provided data, the shelf is noted as preliminary and not yet effective, with no recorded usage.

Market Pulse Summary

This announcement details an equity financing of up to $40 million, consisting of a $36 million registered direct offering and a planned $4 million Canadian private placement at $7.00 per share. It follows the company’s Form S-3 shelf filing and Q3 disclosures about liquidity and the need for additional capital. Investors may monitor closing of both tranches, the four-month-plus-one-day hold period on Canadian shares, and how efficiently proceeds support sales expansion, R&D, and strategic initiatives.

Key Terms

registered direct offering financial

"announced the sale of 5,142,857 common shares at a purchase price of $7.00 per share in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"a planned subsequent private placement in Canada of up to 571,428 common shares at a purchase price of $7.00"

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.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291516)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291516)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The offering is being made only by means of a prospectus supplement and accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"offering is being made only by means of a prospectus supplement and accompanying base prospectus"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

hold period regulatory

"common shares sold pursuant to the Private Placement will be subject to a hold period of four months plus one day"

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

"securities being offered under the Private Placement have not been, nor will they be, registered under the U.S. Securities Act"

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.

AI-generated analysis. Not financial advice.

Financing included participation by healthcare-dedicated investors alongside existing shareholders

TORONTO, Dec. 19, 2025 (GLOBE NEWSWIRE) -- Profound Medical Corp. (Nasdaq:PROF; TSX:PRN) (“Profound” or the “Company”) today announced the sale of 5,142,857 common shares at a purchase price of $7.00 per share in a registered direct offering and a planned subsequent private placement in Canada of up to 571,428 common shares at a purchase price of $7.00 per share for aggregate gross proceeds of up to $40 million.

The registered direct offering was structured as a straightforward equity investment with no warrant coverage and was led by healthcare-dedicated investors alongside existing shareholders. This portion of the offering is expected to close on or about Monday, December 22, 2025, subject to the satisfaction of customary closing conditions.

Gross proceeds to the Company from the offering are expected to be approximately $36 million, before deducting placement agent’s fees and other offering expenses payable by the Company. 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.

Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC, is acting as the exclusive placement agent for this offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291516) which was previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2025. The offering is being made only by means of a prospectus supplement and accompanying base prospectus which form a part of the effective shelf registration statement. A prospectus supplement and the accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Additionally, when available, electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained, when available, from Konik Capital Partners, 7 World Trade Center, 46th Floor, New York, NY, or by email at capmarkets@konikcapitalpartners.com.

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

In addition to the registered direct offering, the Company intends to complete a private placement (the “Private Placement”) of up to 571,428 common shares at a purchase price of $7.00 per share, for aggregate gross proceeds of up to $4 million, to certain Canadian purchasers on a private placement basis. The common shares sold pursuant to the Private Placement will be subject to a hold period of four months plus one day from the closing date of the Private Placement. The closing of the Private Placement is expected to occur on or prior to December 30, 2025 and is subject to the Company receiving all necessary approvals, including the conditional approval from the Toronto Stock Exchange. No securities will be sold under the Private Placement to United States purchasers and this press release is not an offer to sell or the solicitation of an offer to buy such securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered under the Private Placement have not been, nor will they be, 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.

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, expected cash runway and the closing of the offering. 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, including the planned Private Placement. 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 financing did Profound Medical (PROF) announce on December 19, 2025?

Profound announced a financing of up to $40 million: a $36M registered direct offering and a $4M Canadian private placement.

How many shares is Profound selling in the registered direct offering (PROF)?

The registered direct offering consists of 5,142,857 common shares at $7.00 per share.

When are the closings expected for Profound Medical's (PROF) offerings?

The registered direct offering is expected to close on or about December 22, 2025; the private placement is expected on or prior to December 30, 2025.

What will Profound Medical (PROF) use the net proceeds for?

Net proceeds are intended for sales and marketing expansion, working capital, research & development, strategic transactions and general corporate purposes.

Are the private placement shares in Profound Medical (PROF) available to U.S. investors?

No; the private placement securities will not be registered under the U.S. Securities Act and will not be sold to U.S. purchasers.

Who is the placement agent for Profound Medical's (PROF) registered offering?

Konik Capital Partners, a division of T.R. Winston and Company, is acting as the exclusive placement agent for the registered offering.