Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
14 Giugno 2024 - 10:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2024
Commission File Number: 001-39032
PROFOUND MEDICAL CORP.
(Translation of the registrant’s name into English)
2400 Skymark Avenue, Unit 6, Mississauga, Ontario L4W 5K5
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F.
Form 20-F ☐ Form
40-F ☒
Exhibit 99.1 of this Form 6-K is incorporated by reference into Profound Medical Corp.’s
registration statement on Form F-10 (File No. 333-263248).
EXHIBIT INDEX
The following documents, each of which is attached as an exhibit hereto, and is incorporated
by reference herein:
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, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
PROFOUND MEDICAL CORP. |
|
|
|
|
Date: June 14, 2024 |
|
|
|
By: |
|
/s/ Rashed Dewan |
|
|
|
|
|
|
Name: Rashed Dewan |
|
|
|
|
|
|
Title: Chief Financial Officer |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
1. |
|
Name and Address of Company |
|
|
|
|
|
Profound Medical Corp. (“Profound”
or the “Company”) |
|
|
Unit 6, 2400 Skymark Avenue |
|
|
Mississauga, Ontario |
|
|
L4W 5K5 |
|
|
|
2. |
|
Date of Material Change |
|
|
|
|
|
January 16, 2024 |
|
|
|
3. |
|
News Release |
|
|
|
|
|
A press release relating to the material change was disseminated
via Globe Newswire on January 16, 2024 and was subsequently filed on SEDAR+. |
|
|
|
4. |
|
Summary of Material Change |
|
|
|
|
|
On January 16, 2024, the Company announced that it had entered
into subscription agreements, dated as of January 16, 2024, with certain existing Canadian institutional investors, in connection with
a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of approximately US$2,937,502. |
|
|
|
5. |
|
Full Description of Material Change |
|
|
|
|
|
5.1 Full Description of Material Change |
|
|
|
|
|
On January 16, 2024, the Company announced that it had entered
into subscription agreements, dated as of January 16, 2024, with certain existing Canadian institutional investors, in connection with
the Private Placement. |
|
|
|
|
|
The Private Placement closed in two tranches, with the first
tranche closing on January 17, 2024 and the second tranche closing on January 18, 2024. In connection with the Private Placement, the
Company issued an aggregate of 391,667 common shares in the capital of the Company ("Common Shares") at a price of US$7.50
per Common Share. |
|
|
|
|
|
All of the Common Shares issued in connection with the Private
Placement are subject to a four-month and one day statutory hold period. The Company expects to use the proceeds from the closing to fund
the continued commercialization of the TULSA-PRO® system in the United States, the continued development and commercialization
of the TULSA-PRO® system and the Sonalleve® system globally and for working capital and general corporate
purposes. |
|
|
The Company offered the Common Shares in Canada only. The Common
Shares were not registered under the U.S. Securities Act of 1933, as amended or any U.S. state securities laws and were not offered or
sold in the United States. |
|
|
|
|
|
5.2 Disclosure for Restructuring Transactions |
|
|
|
|
|
Not applicable. |
|
|
|
6. |
|
Reliance on subsection 7.1(2) of the National Instrument 51-102 |
|
|
|
|
|
Not applicable. |
|
|
|
7. |
|
Omitted Information |
|
|
|
|
|
No information has been omitted in this material change report
on the basis that it is confidential information. |
|
|
|
8. |
|
Executive Officer |
|
|
|
|
|
The following is the name and business telephone number of an
executive officer of the Company who is knowledgeable about the material change and this report. |
|
|
|
|
|
Rashed Dewan |
|
|
(647) 476-1350 |
|
|
rdewan@profoundmedical.com |
|
|
|
9. |
|
Date of Report |
|
|
|
|
|
January 22, 2024 |
Forward-Looking Statements
This material change report includes forward-looking statements regarding
Profound and its business which may include, but is not limited to, statements with respect to the expected use of the proceeds of the
Offering. 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 report 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 Profound. 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 and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking
statements or information. 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.
Grafico Azioni Profound Medical (NASDAQ:PROF)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Profound Medical (NASDAQ:PROF)
Storico
Da Set 2023 a Set 2024