Full Press Release Details
Profound Medical Announces Proposed Public Offering
TORONTO, ON (December 27, 2023)
- Profound Medical Corp. (TSX:PRN; NASDAQ: PROF) ("Profound" or the "Company") is pleased to announce
the commencement of an underwritten public offering in the United States of common shares (the "Common
Shares") in the capital of the Company (the "Offering"). The Company intends to file a preliminary prospectus
supplement (the "Preliminary Supplement") to its short form base shelf prospectus dated March 23, 2022 (the "Base
Shelf Prospectus") in the United States and Canada relating to the proposed Offering. The Company intends that the Offering
will be priced in the context of the market, with such price and the total size of the Offering to be determined at the time of entering
into an underwriting agreement with respect thereto. The Company expects to grant the underwriter for the Offering an over-allotment option
to purchase up to an additional 15% of the Common Shares to be sold pursuant to the Offering on the same terms and conditions, and that
the over-allotment option will be exercisable for a period of 30 days after closing. All of the securities in the offering will be sold
Titan Partners Group, a division of American Capital
Partners, is acting as the sole bookrunner for the Offering.
Closing of the Offering will be subject to a number
of customary conditions including, but not limited to, the listing of the Common Shares on the Toronto Stock Exchange and any required
approvals of that exchange, as well as notice of the listing of the Common Shares on Nasdaq in accordance with the rules of that exchange,
and there can be no assurance as to whether or when the Offering may be completed.
The net proceeds of the Offering are expected
to be used: (i) to fund the continued commercialization of the TULSA-PRO system in the United States, (ii) to fund the
continued development and commercialization of the TULSA-PRO system and the Sonalleve system globally,
and (iii) for working capital and general corporate purposes.
The Preliminary Supplement will be filed with
the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada. The Preliminary
Supplement will also be filed with the U.S. Securities and Exchange Commission (the "SEC") as part of the Company's
effective registration statement on Form F-10 (file no. 333-263248), as amended (the "Registration Statement"), previously
filed under the multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and in the United States.
The Preliminary Supplement, together with the Base Shelf Prospectus and the Registration Statement, as applicable, contains certain important
detailed information about the Offering but remains subject to completion. Copies of the Preliminary Supplement and the Base Shelf Prospectus
will be available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and a copy of the Registration Statement is
available on EDGAR at www.sec.gov. Copies of the Preliminary Supplement, the Base Shelf Prospectus and the Registration Statement
may also be obtained in the United States by contacting Titan Partners Group at 4 World Trade Center, 29th Floor, New York, NY 10007,
by telephone at (929) 833-1246 or by email to info@titanpartnersgrp.com. Before investing in the Offering, potential investors should
read the Preliminary Supplement, the Base Shelf Prospectus and the Registration Statement and the other documents that Profound has filed
in Canada and with the SEC for more complete information about Profound and the Offering.
The Company is offering the Common Shares in the
United States only. The Common Shares will not be qualified for sale under the securities laws of Canada or any province or territory
of Canada and are not being offered for sale in Canada or to any resident of Canada.
No securities regulatory authority has either
approved or disapproved of the contents of this press release. This press release is for information purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Profound Medical Corp.
Profound is a commercial-stage
medical device company that develops and markets customizable, incision-free therapies for the ablation of diseased tissue.
Profound is commercializing
TULSA-PRO , a technology that combines real-time MRI, robotically-driven transurethral ultrasound and closed-loop temperature feedback
control. TULSA-PRO is designed to provide customizable and predictable radiation-free ablation of a surgeon-defined prostate
volume while actively protecting the urethra and rectum to help preserve the patient's natural functional abilities. TULSA-PRO has
the potential to be a flexible technology in customizable prostate ablation, including intermediate stage cancer, localized radio-recurrent
cancer, retention and hematuria palliation in locally advanced prostate cancer, and the transition zone in large volume benign prostatic
hyperplasia ("BPH"). 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 and palliative pain treatment
of bone metastases. 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. The Company
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 are not limited to, statements with respect to the proposed Offering and the
expectations regarding the efficacy of Profound's technology in the treatment of prostate cancer, BPH, uterine fibroids, palliative
pain treatment and osteoid osteoma, statements regarding the expected use of proceeds from the Offering and the jurisdictions in which
the Offering is being made. 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 risks regarding the potential Offering (including
that the Offering may not be completed on the terms indicated or at all, the Company may be unsuccessful in satisfying conditions to closing
of the Offering or that the Company's use of proceeds of the Offering may differ from those indicated), the medical device industry,
regulatory approvals, reimbursement, economic factors, the equity markets generally and risks associated with growth and competition,
and the other risks described in the Preliminary Supplement, the Base Shelf Prospectus and the Registration Statement, and the documents
incorporated by reference therein. 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. In addition, there
is uncertainty about the spread of the COVID-19 virus and the impact it will have on Profound's operations, the demand for its products,
global supply chains and economic activity in general. 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: