Profound Medical Corp. (TSX:PRN; NASDAQ: PROF)
(“
Profound” or the “
Company”) is
pleased to announce that it intends to file a preliminary
prospectus supplement (the “
Preliminary
Supplement”) to its short form base shelf prospectus dated
October 17, 2019 (the “
Base Shelf Prospectus”) in
the United States and Canada relating to a proposed marketed public
offering of common shares (“
Common Shares”) of the
Company (the “
Offering”). 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 underwriters
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. The over-allotment option will be exercisable for a
period of 30 days after closing.
Jefferies, Cowen and Raymond James are acting as
joint book-running managers 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. Profound has notified the NASDAQ in accordance with the
rules of that exchange.
The net proceeds of the Offering are expected to
be used: (i) to fund the commercial launch of TULSA-PRO® in the
United States and the continued development and commercialization
of TULSA-PRO® and SONALLEVE® globally; and (ii) 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 of Canada, except Québec. 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 (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, contain 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.sedar.com
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 from Jefferies LLC, attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, by telephone at 877-821-7388 or by email at
Prospectus_Department@Jefferies.com, or Cowen and Company, LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, attention: Prospectus Department, by email at
PostSaleManualRequests@broadridge.com or by telephone at
833-297-2926, and in Canada from Jefferies Securities, Inc.,
attention: Steven Latimer, 161 Bay Street, Suite 2700 Toronto,
Ontario M5J 2S1, by telephone at 416-572-2215, or Raymond James
Ltd. at Raymond James Syndication, 416-777-7000, 5400-40 King St
West, Toronto Ontario, M5H 3Y2.
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.
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. 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,
including the use of proceeds thereof, and the expectations
regarding the efficacy of Profound’s technology in the treatment of
prostate cancer, uterine fibroids and palliative pain treatment.
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
pharmaceutical industry, 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. 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 KilmerInvestor Relationsskilmer@profoundmedical.com T:
647.872.4849
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