Profound Medical Corp. Closes $36 Million Registered Direct Offering; Expects to Complete Subsequent Private Placement On or Before December 30th

Rhea-AI Summary

Profound Medical (NASDAQ:PROF) closed a registered direct offering of 5,142,870 common shares at $7.00 per share for gross proceeds of approximately $36 million before fees and expenses. The offering had no warrant coverage and was led by healthcare-dedicated investors alongside existing shareholders.

The company said net proceeds will fund sales and marketing expansion, working capital, R&D, strategic transactions and general corporate purposes. Konik Capital Partners acted as exclusive placement agent. The offering was made from an effective Form S-3 shelf declared effective on Dec 4, 2025.

Profound expects to close a related private placement to Canadian purchasers on or before Dec 30, 2025, subject to approvals including conditional Toronto Stock Exchange approval; those securities will not be offered to U.S. persons.

Positive

• Gross proceeds of approximately $36 million
• Issued 5,142,870 shares at $7.00 per share
• No warrant coverage in the registered direct offering

Negative

• Share issuance of 5,142,870 shares causes dilution to existing holders
• Private placement closing subject to TSX conditional approval, creating execution risk

Key Figures

Shares Offered 5,142,870 common shares Registered direct offering size

Offering Price $7.00 per share Purchase price in registered direct offering

Gross Proceeds $36 million Gross proceeds from registered direct offering before fees

S-3 File Number File No. 333-291516 Effective shelf registration statement reference

Shelf Effective Date December 4, 2025 Date Form S-3 shelf was declared effective by SEC

Private Placement Deadline On or before December 30, 2025 Expected closing date for Canadian private placement

Shelf Capacity $150,000,000 Maximum aggregate amount under Form S-3 shelf

Market Reality Check

$7.33 Last Close

Volume Volume 190,913 is 1.28x the 20-day average of 149,215, indicating elevated trading ahead of the financing close. normal

Technical Shares at $7.34 are trading above the 200-day MA of $5.64, reflecting a pre-news uptrend despite the pullback.

Peers on Argus

PROF was down 3.8% while key peers were mixed (e.g., OWLT up 4.48%, RPID down 0.31%), pointing to a stock-specific reaction to the financing rather than a broad medical devices move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 19	Financing announcement	Negative	-2.9%	Announced up to $40M equity financing via registered direct and private placement.
Dec 04	Clinical recognition	Positive	-1.4%	RSNA Cum Laude award for CAPTAIN perioperative data favoring TULSA recovery.
Nov 28	Product & data update	Positive	+2.2%	Planned launch of TULSA-AI BPH module and new TULSA-PRO clinical data presentations.
Nov 18	Clinical milestone	Positive	-2.6%	200th independent TULSA procedure milestone highlighting high-volume clinical experience.
Nov 13	Earnings report	Positive	-1.9%	Record Q3 2025 revenue, margin expansion, and growing installed base with improved loss.

Pattern Detected

Recent positive operational and clinical updates have often been met with negative price reactions, while financing news has also seen downside, suggesting a tendency for selling into news.

Recent Company History

Over the last few months, Profound Medical reported record Q3 2025 revenue of $5.3M with improved margins, multiple distribution agreements, and growing clinical validation for TULSA. Despite these operational positives, shares often traded down after news, including the prior financing announcement of up to $40M on Dec 19 that saw a -2.93% move. Today’s completion of the $36M registered direct offering and expected Canadian private placement fits into this ongoing capital-raising and commercialization phase.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-13

$150,000,000 registered capacity

Profound Medical has an active Form S-3 shelf filed on Nov 13, 2025 allowing issuance of up to $150,000,000 in various securities via future supplements, providing flexibility for additional capital raises.

Market Pulse Summary

This announcement confirms closing of a registered direct offering for $36 million in gross proceeds at $7.00 per share, with a related Canadian private placement expected by December 30, 2025. It follows a Form S-3 shelf allowing up to $150,000,000 of securities, providing ongoing financing flexibility. In context of recent growth and going-concern disclosures, key metrics to watch include future capital raises under the shelf, deployment of proceeds into sales, marketing, and R&D, and progress toward profitability.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering of 5,142,870 common shares"

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.

shelf registration statement regulatory

"This offering was made pursuant to an effective shelf registration statement on Form S-3"

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

"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 was 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.

private placement financial

"the Company intends to complete a private placement (the “Private Placement”) to certain Canadian purchasers"

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.

u.s. securities act regulatory

"The 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. 23, 2025 (GLOBE NEWSWIRE) -- Profound Medical Corp. (NASDAQ:PROF; TSX:PRN) (“Profound” or the “Company”) today announced the closing of its previously announced registered direct offering of 5,142,870 common shares at a purchase price of $7.00 per share, for gross proceeds of approximately $36 million before fees and expenses.

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.

Gross proceeds to the Company from the registered direct offering were 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, acted as the exclusive placement agent for the offering.

This offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291516) which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 4, 2025. The offering was 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 was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying base prospectus may be obtained 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”) to certain Canadian purchasers on a private placement basis. 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

How many shares did Profound (PROF) sell in the registered direct offering on Dec 23, 2025?

Profound sold 5,142,870 common shares in the registered direct offering.

What were the proceeds and price per share for PROF's Dec 23, 2025 offering?

The offering was priced at $7.00 per share for gross proceeds of approximately $36 million before fees and expenses.

Will PROF's registered direct offering include warrants or other coverage?

No; the registered direct offering was structured as an equity investment with no warrant coverage.

What will Profound use the net proceeds from the offering for?

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

When does Profound expect to close the related private placement and what approvals are needed?

Profound expects to close the Private Placement on or before Dec 30, 2025, subject to receiving necessary approvals including a conditional Toronto Stock Exchange approval.

Can U.S. investors participate in the Private Placement tied to PROF's Dec 23, 2025 financing?

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