Profound Medical Corp. Announces Upsize of Private Placement

Rhea-AI Summary

Profound Medical (NASDAQ:PROF) increased the size of its private placement announced Dec 19, 2025. The Offering will now raise gross proceeds of up to US$6.45 million through issuance of up to 921,428 common shares at US$7.00 per share. Closing is expected on or prior to December 30, 2025. Shares sold in the Offering will be subject to a four months plus one day hold period from closing. The company intends to use net proceeds for sales and marketing expansion, working capital, R&D, strategic transactions and general corporate purposes. No securities will be sold to U.S. purchasers and the securities will not be registered under the U.S. Securities Act.

Positive

• Gross proceeds up to US$6.45 million
• Issuance of up to 921,428 common shares
• Price fixed at US$7.00 per share
• Company intends proceeds for sales, R&D, working capital
• Closing expected on or prior to December 30, 2025

Negative

• Issued shares subject to four months plus one day hold period
• Offering excludes U.S. purchasers, limiting U.S. investor access
• Potential shareholder dilution from 921,428 new shares

News Market Reaction – PROF

+1.49%

1 alert

+1.49% News Effect

On the day this news was published, PROF gained 1.49%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement gross proceeds: US$6.45 million Private placement share count: 921,428 common shares Offering price: US$7.00 per share +5 more

8 metrics

Private placement gross proceeds US$6.45 million Upsized Canadian private placement announced Dec 24, 2025

Private placement share count 921,428 common shares Maximum shares to be issued in the Offering

Offering price US$7.00 per share Pricing of common shares in the private placement

Hold period Four months plus one day Restriction period on common shares from closing date

Expected closing date On or prior to December 30, 2025 Anticipated closing timing of the Offering

Shelf registration size $150,000,000 Maximum aggregate offering under Form S-3 shelf filed Nov 13, 2025

Current share price $7.40 Pre-news price vs $7.00 private placement level

52-week range $3.76 – $7.99 Pre-news 52-week low and high for PROF

Market Reality Check

Price: $6.96 Vol: Volume 228,634 is 1.48x t...

normal vol

$6.96 Last Close

Volume Volume 228,634 is 1.48x the 20-day average of 154,971 shares. normal

Technical Shares at $7.40, trading above the $5.64 200-day moving average and below the $7.99 52-week high.

Peers on Argus

Peers show mixed moves: OWLT -4.26%, RCEL +0.29%, LNSR +0.17%, RPID -2.87%, SERA...

1 Up 1 Down

Peers show mixed moves: OWLT -4.26%, RCEL +0.29%, LNSR +0.17%, RPID -2.87%, SERA +0.56%. Momentum scanner flagged NSPR -7.21% and OWLT +6.22%, indicating stock-specific factors rather than a unified sector trend.

Historical Context

5 past events · Latest: Dec 19 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 19	Equity financing	Negative	-2.9%	Up to $40M financing via registered direct and Canadian private placement.
Dec 04	Clinical data award	Positive	-1.4%	RSNA Cum Laude award for CAPTAIN perioperative TULSA vs robotic surgery data.
Nov 28	Product/clinical update	Positive	+2.2%	Launch of TULSA-AI BPH module and new TULSA-PRO data at RSNA and SUO.
Nov 18	Procedure milestone	Positive	-2.6%	Hong Center’s 200th independent TULSA procedure highlighting urology-led workflow.
Nov 13	Earnings	Positive	-1.9%	Record Q3 2025 revenue growth, margin expansion, and improved net loss.

Pattern Detected

Recent positive operational and clinical news often saw modest negative price reactions, while product/AI launch news drew the only notable positive move.

Recent Company History

This announcement upsizes Profound Medical’s Canadian private placement to US$6.45M at US$7.00, following the December 19 package of up to $40M combining a registered direct offering and a smaller private placement. Earlier in 2025, the company reported record Q3 2025 revenue of $5.3M with improved margins, highlighted strong CAPTAIN trial perioperative data, and celebrated the Hong Center’s 200th independent TULSA procedure. Despite these milestones, prior financing and operational updates often coincided with small share price declines.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000

Shelf Active

Active S-3 Shelf Registration 2025-11-13

$150,000,000 registered capacity

The company has an active Form S-3 shelf filed on 2025-11-13 to offer up to $150,000,000 in various securities, though it is not yet effective and has 0 recorded usages. This upsized private placement adds to available capital sources alongside the shelf.

Market Pulse Summary

This announcement increases Profound Medical’s Canadian private placement to raise up to US$6.45M th...

Analysis

This announcement increases Profound Medical’s Canadian private placement to raise up to US$6.45M through 921,428 shares at US$7.00, with a four‑month‑plus‑one‑day hold period. It follows a larger December financing package and sits alongside a $150,000,000 Form S-3 shelf. Investors may watch how the added capital supports sales expansion, R&D, and strategic transactions, while considering prior filings that highlighted liquidity needs and the company’s recent revenue growth and clinical milestones.

Key Terms

private placement, hold period, u.s. securities act, securities laws

4 terms

private placement financial

"it has increased the size of its private placement previously announced"

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

"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.

securities laws regulatory

"unlawful prior to qualification or registration under the securities laws of such jurisdiction"

Securities laws are the rules and enforcement systems that govern the buying, selling and disclosure of stocks, bonds and other investment products; think of them as the traffic laws for financial markets that set what must be disclosed, forbid fraud and require fair dealing. They matter to investors because they help ensure companies provide accurate information, reduce the risk of deception or insider advantage, and make it easier to compare investments and seek remedies if something goes wrong.

AI-generated analysis. Not financial advice.

TORONTO, Dec. 24, 2025 (GLOBE NEWSWIRE) -- Profound Medical Corp. (NASDAQ:PROF; TSX:PRN) (“Profound” or the “Company”) is pleased to announce that it has increased the size of its private placement previously announced on December 19, 2025 (the “Offering”) in order to accommodate participation by a long-term existing investor.

The Company will now raise gross proceeds of up to US$6.45 million in the Offering, through the issuance of up to 921,428 common shares at a price of US$7.00 per common share.

The common shares sold pursuant to the Offering will be subject to a hold period of four months plus one day from the closing date of the Offering. The closing of the Offering is expected to occur on or prior to December 30, 2025.

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.

No securities will be sold under the Offering 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 Offering 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 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. 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

How much is Profound Medical (PROF) raising in the private placement?

Profound is raising up to US$6.45 million through the Offering.

How many shares will Profound (PROF) issue and at what price?

The Offering is for up to 921,428 common shares at US$7.00 per share.

When is the closing date for Profound Medical's (PROF) private placement?

The closing is expected to occur on or prior to December 30, 2025.

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

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

Will U.S. investors be able to buy shares in Profound's (PROF) Offering?

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

Are the shares sold in Profound's (PROF) Offering immediately tradable?

No; shares sold will be subject to a four months plus one day hold period from closing.