Current Report · Items 1.01, 3.02, 7.01, 9.01 · 8-K

Profound Medical Corp.

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure

Filed Dec 31, 2025Accepted Dec 30, 2025, 8:47 PM ESTCIK 1628808Accession 0001104659-25-125344

Company context

Profound is a commercial-stage medical device company that develops and markets AI-powered, MRI-guided, incision-free therapies for the ablation of diseased tissue. Profound is commercializing TULSA-PRO ®, a technology that combines real-time MRI, AI-enhanced planning, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. The TULSA Procedure™, performed using the TULSA-PRO system, has the potential of becoming a mainstream treatment modality across the entire prostate disease spectrum; ranging from low-, intermediate-, or high-risk prostate cancer; to hybrid patients suffering from both prostate cancer and benign prostatic hyperplasia (“BPH”); to men with BPH only; and also, to patients requiring salvage therapy for radio-recurrent localized prostate cancer. The TULSA Procedure employs real-time MR guidance for precision to preserve patients’ urinary continence and sexual function, while killing the targeted prostate tissue via precise sound absorption technology that gently heats it to 55-57°C. TULSA is an incision- and radiation-free “one-and-done” procedure performed in a single session that takes a few hours. Virtually all prostate shapes and sizes can be safely, effectively, and efficiently treated with TULSA. There is no bleeding associated with the procedure; no hospital stay is required; and most TULSA patients report quick recovery to their normal routine. TULSA-PRO is CE marked, Health Canada approved, and 510(k) cleared by the U.

Current securities

PRNTSX · EQUITY · Current PROFNASDAQ · EQUITY · Current

Recent company filings

Disclosure sections

Items 1.01, 3.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2025, Profound Medical Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with certain Canadian investors (the “Investors”) providing for the private placement of an aggregate of 921,428 shares of the Company’s common shares (the “Shares”), at a per share purchase price of $7.00 (the “Offering”) for aggregate gross proceeds of $6.45 million. The Offering closed on December 30, 2025. The Subscription Agreement contains customary representations, warranties, and covenants of the Company and the Investors and other obligations of the parties. The offering and sale of the Shares were made in reliance upon the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S. persons. The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration or an applicable exemption under the Securities Act. The Company intends to file a registration statement for the resale of the Shares within four months after the closing of the Offering. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Subscription Agreement filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 3.02Item 3.02 - Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 30, 2025, Profound Medical Corp. (the “Company”) issued a press release announcing the closing of the Offering. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, or the Securities Act. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing with the U.S. Securities Exchange Commission, or the SEC, made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Filed exhibits (1)

EX-99.1 (by filename) tm2534550d1_ex99-1.htm

EX-99.1 3 tm2534550d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Profound Medical Corp. Announces Closing of Private Placement TORONTO, December 30, 2025 - Profound Medical Corp. (Nasdaq:PROF; TSX:PRN) (“Profound” or the “Company”) is pleased to announce that it has completed its previously announced private placement of common shares to Canadian investors (the “Offering”). Pursuant to the Offering, the Company issued an aggregate of 921,428 common shares at a price of US$7.00 per common share, for aggregate gross proceeds of approximately US$6.45 million. The common shares sold pursuant to the Offering are subject to a hold period of four months plus one day from the closing date of the Offering under Canadian securities laws. 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 securities being offered under the Offering have not been registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an …

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