/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, Sept. 12, 2019 /CNW/ - Profound Medical Corp.
(TSX:PRN; OTCQX:PRFMF) ("Profound" or the "Company")
is pleased to announce that it intends to file a prospectus
supplement to its short form base shelf prospectus dated
September 19, 2018 relating to a
proposed marketed offering of units of the Company
("Units"), in all provinces of Canada, except Québec (the "Offering")
and to offer the Units in the United
States on a private placement basis pursuant to an exemption
from the registration requirements of the
United States Securities Act of 1933, as amended (the
"Concurrent U.S. Private Offering"). Each Unit will be
comprised of one common share (collectively, the "Common
Shares") and one-half of one common share purchase warrant
(collectively, the "Warrants") of the Company. The Offering
and the Concurrent U.S. Private Offering will be priced in the
context of the market with such price and the total size of the
Offering and the Concurrent U.S. Private Offering to be determined
at the time of entering into an underwriting agreement with respect
thereto.
The Company expects to grant the underwriters for the Offering
and the Concurrent U.S. Private Offering an over-allotment option
to purchase up to an additional 15% of the Units to be sold
pursuant to each of the Offering and the Concurrent U.S. Private
Offering. The over-allotment option will be exercisable for a
period of 30 days after closing.
The Offering and the Concurrent U.S. Private Offering are
anticipated to be made through a syndicate of underwriters to be
led by Canaccord Genuity Corp. Closing of the Offering and the
Concurrent U.S. Private Offering will be subject to a number of
customary conditions including, but not limited to, the listing of
the Common Shares and the common shares of the Company issuable on
exercise of the Warrants on the Toronto Stock Exchange and any
required approvals of such exchange.
The Concurrent U.S. Private Offering is being made solely to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and Units sold in the
Offering will be made solely to certain non-U.S. persons in
offshore transactions pursuant to Regulation S under the U.S.
Securities Act. Neither the Common Shares nor the Warrants
comprising the Units have been registered under the U.S. Securities
Act or the securities laws of any U.S. state or jurisdiction. The
Units may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the U.S. Securities Act and
applicable U.S. securities laws.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. This news release
shall not in any circumstances constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the applicable securities laws of any such
jurisdiction.
About Profound Medical Corp.
Profound develops and markets customizable, incision-free
therapies for the ablation of diseased tissue.
Profound is commercializing TULSA-PRO®, a novel 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® is demonstrating 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 and received 510(k)
clearance from the U.S. Food and Drug Administration in
August 2019.
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 Food and Drug
Administration for the non-invasive treatment of uterine fibroids.
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 proposed Offering and the
Concurrent U.S. Private Offering and the expectations regarding the
efficacy of Profound's technology in the treatment of prostate
cancer, uterine fibroids and palliative pain treatment. 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 potential
Offering and the Concurrent U.S. Private Offering, the
pharmaceutical industry, economic factors, the equity markets
generally and risks associated with growth and competition.
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. 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.
SOURCE Profound Medical Corp.