Profound Medical Corp. Files 8-K for Material Agreement

TL;DR

Profound Medical Corp. signed a big deal on 12/19/25. 8-K filed.

AI Summary

Profound Medical Corp. entered into a material definitive agreement on December 19, 2025. The company, incorporated in Ontario, Canada, filed an 8-K report detailing this event. The filing also includes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Profound Medical Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this summary filing.

Key Players & Entities

• Profound Medical Corp. (company) — Registrant
• December 19, 2025 (date) — Date of earliest event reported
• Ontario, Canada (location) — State or Other Jurisdiction of Incorporation

FAQ

Key Financial Figures

• $7.00 — es (the "Common Shares"), at a price of $7.00 per share, for aggregate gross proceeds
• $36 million — regate gross proceeds to the Company of $36 million before deducting the placement agent's
• $100,000 — ble fees of legal counsel not to exceed $100,000. The Placement Agent Agreement also con
• $4 m — , for aggregate gross proceeds of up to $4 million, to certain Canadian purchasers o

Filing Documents

• tm2533900d1_8k.htm (8-K) — 34KB
• tm2533900d1_ex1-1.htm (EX-1.1) — 77KB
• tm2533900d1_ex5-1.htm (EX-5.1) — 12KB
• tm2533900d1_ex10-1.htm (EX-10.1) — 181KB
• tm2533900d1_ex99-1.htm (EX-99.1) — 13KB
• tm2533900d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2533900d1_ex5-1img002.jpg (GRAPHIC) — 1KB
• 0001104659-25-123211.txt ( ) — 563KB
• prof-20251219.xsd (EX-101.SCH) — 3KB
• prof-20251219_lab.xml (EX-101.LAB) — 33KB
• prof-20251219_pre.xml (EX-101.PRE) — 22KB
• tm2533900d1_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 19, 2025, Profound Medical Corp. (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain investors (collectively, the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers in a registered direct offering (the "Offering") an aggregate of 5,142,870 shares (the "Shares") of the Company's common shares (the "Common Shares"), at a price of $7.00 per share, for aggregate gross proceeds to the Company of $36 million before deducting the placement agent's fees and related offering expenses. The Company expects that the Offering will close on or about December 22, 2025, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Offering for expansion of its sales and marketing, working capital, research and development, strategic transactions and general corporate purposes. The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-291516), which was filed with the Securities and Exchange Commission (the "Commission") on November 13, 2025 and was declared effective by the Commission on December 4, 2025 (the "Registration Statement"). The Purchase Agreement contains customary representations and warranties, agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Shares or securities convertible into, or exercisable or exchangeable for, Common Shares during the 60-day period following the closing of the Offering. On December 19, 2025, the Company entered into a placement agency agreement (the "Placement Agent Agreement") with Konik Capital Partners, LLC, a division of T.R. Winston and Company, LLC ("Konik Capital Partners") pursuant to which

01. Other Events

Item 8.01. Other Events. On December 19, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Form of Placement Agency Agreement, dated December 19, 2025, by and between the Company and Konik Capital Partners LLC, a division of T.R. Winston and Company, LLC 5.1 Opinion of Mintz LLP 10.1 Form of Securities Purchase Agreement, dated as of December 19, 2025, by and between Profound Medical Corp. and the purchaser parties thereto. 23.1 Consent of Mintz LLP (included in Exhibit 5.1) 99.1 Press Release, dated December 19, 2025 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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: December 19, 2025 By: /s/ Rashed Dewan Rashed Dewan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR