Profound Medical Corp. (TSX:PRN; NASDAQ: PROF)
(“
Profound” or the “
Company”) is
pleased to announce the pricing of an underwritten public offering
(the “
Offering”) of 2,758,621 common shares of the
Company (the “
Common Shares”), at a price of
US$14.50 per Common Share (the “
Offering Price”).
The aggregate gross proceeds to the Company are
expected to be US$40,000,005. The Company has also granted the
underwriters an over-allotment option to purchase up to an
additional 413,793 Common Shares at the Offering Price, exercisable
in whole or in part at any time up to 30 days from the closing.
Jefferies, Cowen and Raymond James are acting as
joint book-running managers for the Offering.
The Offering is being made pursuant to a
prospectus supplement (the “Prospectus
Supplement”) to the Company’s short form base shelf
prospectus dated October 17, 2019 (the “Base Shelf
Prospectus”), which the Company will file with the
securities commissions or other security regulatory authorities in
each of the provinces of Canada, other than Québec. The Prospectus
Supplement will also be filed with the U.S. Securities and Exchange
Commission (“SEC”) as part of the Company’s
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. Copies of the Prospectus
Supplement and the Base Shelf Prospectus will be found on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov, and a copy of the
Registration Statement will be found on EDGAR at www.sec.gov.
The Offering is expected to close on July 21,
2020, subject to the satisfaction of 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.
Copies of the Prospectus 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 news release. This
news release shall not in any circumstances constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any
sale of these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the applicable 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 Offering, the timing of
closing, the use of proceeds 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 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 Prospectus 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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