Profound Medical Corp. (TSX:PRN; NASDAQ:PROF)
(“
Profound” or the “
Company”)
today announced the pricing of its previously announced
underwritten public offering (the “
Offering”) of
2,666,667 common shares (the “
Common Shares”) at a
price to the public of US$7.50 per Common Share, led by healthcare
focused institutional investors. Gross proceeds to the Company from
the Offering are expected to be approximately US$20,000,000, prior
to deducting underwriting discounts and commissions and other
expenses related to the Offering, assuming no exercise of the
underwriter's over-allotment option.
Titan Partners Group, a division of American
Capital Partners, is acting as the sole bookrunner for the
Offering.
The Offering is expected to close on or about
January 2, 2024. 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 Company intends to file a final prospectus
supplement (the “Final 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 Final Supplement will be filed with the
securities commissions or similar securities regulatory authorities
in each of the provinces and territories of Canada. The Final
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. Copies
of the Final 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 Final 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.
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 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
closing of the Offering, 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 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 Final 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:
Stephen KilmerInvestor Relationsskilmer@profoundmedical.com T:
647.872.4849
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