An anonymous director reports
PROFOUND MEDICAL ANNOUNCES CLOSING OF US$40.25 MILLION UNDERWRITTEN PUBLIC OFFERING OF COMMON SHARES
Profound Medical Corp. has closed its previously announced underwritten public offering of common shares at a public offering price of $7.50 (U.S.) per common share. The underwriters elected to exercise the overallotment option in full, resulting in an aggregate of 5,366,705 common shares being issued today for aggregate gross proceeds, before deducting the underwriting discounts and commissions and other offering expenses payable by Profound, of approximately $40.25-million (U.S.).
The net proceeds of the offering are expected to be used: (i) to finance the continued commercialization of the Tulsa-Pro system in the United States; (ii) to finance the continued development and commercialization of the Tulsa-Pro system and the Sonalleve system globally; and (iii) for working capital and general corporate purposes.
Raymond James Ltd. and Lake Street Capital Markets LLC acted as co-lead underwriters and joint bookrunners for the offering. Titan Partners Group, a division of American Capital Partners, acted as lead manager for the offering. Stifel, Nicolaus & Company Inc. acted as an adviser to the company. The offering took place in each of the provinces and territories of Canada, except the province of Quebec, and in the United States.
In connection with the offering, the company filed a final prospectus supplement to its short form base shelf prospectus dated July 10, 2024, in each of the provinces and territories of Canada relating to the proposed offering. The final prospectus supplement was also filed in the United States with the U.S. Securities and Exchange Commission (SEC) as part of the company's effective registration statement on Form F-10 (file No. 333-280236), as amended, previously filed under the multijurisdictional disclosure system adopted by the United States. A preliminary prospectus supplement relating to the offering was filed in each of the provinces and territories of Canada and in the United States with the SEC on Dec. 5, 2024.
Access to the base shelf prospectus, the final prospectus supplement and any amendments to the documents have been provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus and the final prospectus supplement are accessible on SEDAR+ and on EDGAR. The common shares are offered under the final prospectus supplement. An electronic or paper copy of the base shelf prospectus, the final prospectus supplement and any amendment to the documents may be obtained, without charge, from Raymond James, Scotia Plaza, 40 King St. W., 54th floor, Toronto, Ont., M5H 3Y2, Canada, or by telephone at 416-777-7000, or by e-mail at ECM-Syndication@raymondjames.ca, by providing the contact with an e-mail address or address, as applicable. Copies of the final prospectus supplement and the base shelf prospectus are available on EDGAR, or may be obtained, without charge, from Raymond James & Associates Inc., attention: equity syndicate, 880 Carillon Parkway, St. Petersburg, Fla., 33716, by telephone at 800-248-8863, or by e-mail at prospectus@raymondjames.com, and from Lake Street Capital Markets, 920 2nd Ave. S., suite 700, Minneapolis, Minn., 55402, prospectus@lakestreetcm.com, 612-326-1305. The base shelf prospectus and final prospectus supplement contain important, detailed information about the company and the offering.
In connection with the offering, Tom Tamberrino, the chief commercial officer of the company, purchased 13,333 common shares. Mr. Tamberrino is a related party (within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions), and such issuance is considered a related party transaction for the purposes of MI 61-101. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the common shares issued to the related party nor the consideration paid by the related party exceeds 25 per cent of the company's market capitalization. The purchasers of the common shares and the extent of such participation were not finalized until shortly prior to the completion of the offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant to a material change report filed at least 21 days prior to the completion of such transactions.
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 (magnetic resonance imaging), robotically driven transurethral ultrasound and closed-loop temperature feedback control. 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.
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