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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March
5, 2026
PROFOUND MEDICAL CORP.
(Exact name of Registrant as Specified in Its
Charter)
| Ontario, Canada |
001-39032 |
Not Applicable |
(State or Other Jurisdiction
of Incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
| |
|
|
| 2400 Skymark Avenue, Unit 6 |
|
| Mississauga, Ontario, Canada |
|
L4W 5K5 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 647-476-1350
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Shares |
|
PROF |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2026, Kris
Shah notified the Board of Directors (the “Board”) of Profound Medical Corp. (the “Company”) of his resignation
from the Board, effective immediately. This resignation was not the result of any disagreement with the Company.
Effective immediately
upon such resignation, the Board appointed Frank Baylis to serve as a director to fill the vacancy created by Mr. Shah’s resignation.
Mr. Baylis will serve until the Company’s 2026 annual meeting of stockholders and thereafter until his successor is duly elected
and qualified, or until his earlier death, resignation or removal.
There are no arrangements
or understandings between Mr. Baylis and any other person pursuant to which he was appointed as a director, and there are no family relationships
between Mr. Baylis and any director or executive officer of the Company. There are no transactions to which the Company is a party and
in which Mr. Baylis has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Baylis will be entitled
to the compensation paid by the Company to its non-employee directors, including an annual retainer of $50,000 for service on the Board
(pro-rated for the portion of the year in which he serves as a member of the Board) and will be eligible to receive an annual equity award.
Mr. Baylis also entered
into the Company’s standard form of indemnification agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
|
PROFOUND MEDICAL CORP. |
| |
|
|
|
| Date: |
March 10, 2026 |
By: |
/s/ Rashed Dewan |
| |
|
|
Rashed Dewan |
| |
|
|
Chief Financial Officer |
