NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, Aug. 24, 2017 (GLOBE NEWSWIRE) -- Profound Medical Corp. (TSX-V:PRN) (OTCQX:PRFMF) (“Profound”) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Echelon Wealth Partners Inc. (“Echelon”) and including CIBC Capital Markets (“CIBC”, together with Echelon, the “Underwriters”) in connection with a “bought deal” financing by way of a short form prospectus of an aggregate of 10,000,000 units (the “Units”) at a price of $1.00 per Unit (the “Offering Price”) for aggregate gross proceeds of approximately $10 million (the “Offering”). Each Unit will consist of one common share of Profound (each a “Common Share”) and one-half of one warrant, with each whole warrant entitling the holder to acquire one Common Share at a price of $1.40 per Common Share until the date that is 36 months from the closing date of the Offering, subject to accelerated expiry provisions.
Profound has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 1,500,000 Units at the Offering Price, exercisable in whole or in part at any time and from time to time on or prior to the date that is 30 days following the closing of the Offering. If the over-allotment is exercised in full, the aggregate gross proceeds of the Offering will be approximately $11.5 million. In consideration for their services, the Underwriters will receive a fee consisting of (i) a cash commission equal to six per cent of the gross proceeds of the Offering (including gross proceeds from any exercise of the over-allotment option) and (ii) a cash commission equal to two per cent of the gross proceeds from the sale of Units to certain purchasers agreed upon between Profound and the Underwriters.
The net proceeds of the Offering are expected to be used to advance Profound’s clinical trials surrounding its TULSA-PRO® and Sonalleve® devices and for working capital and general corporate purposes.
The Offering will be completed by way of a short form prospectus to be filed in all provinces of Canada and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The Offering is subject to normal regulatory approvals and is expected to close on or about September 20, 2017.
The securities to be offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or absent an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any offer or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Profound Medical Corp.
The Profound Medical team is committed to creating the powerful combination of real-time MR-guidance as the imaging platform and ultrasound as the energy source for delivering non-invasive ablative tools to clinicians. These key technology pillars, linked with intelligent software and robotics, have the potential to fulfill unmet needs of patients and clinicians in many anatomies and disease states, including prostate cancer, uterine fibroids, and bone metastases. Our mission is to profoundly change the standard of care by creating a tomorrow where clinicians can confidently ablate tissue with precision; a tomorrow where patients have access to safe and effective treatment options, so they can quickly return to their daily lives.
Profound Medical is commercializing a novel technology, TULSA-PRO®, which combines real-time MR imaging with transurethral, robotically-driven therapeutic ultrasound and closed-loop thermal feedback control that is designed to provide precise ablation of the prostate while simultaneously protecting critical surrounding anatomy from potential side effects. TULSA-PRO® is CE marked and Profound Medical is currently conducting a pilot commercial launch of the technology in key European and other CE mark jurisdictions. The Company is also sponsoring a multicenter, prospective FDA-registered clinical trial, TACT, which, if successful, is expected to support its application to the FDA for approval to market TULSA-PRO® in the United States.
Profound Medical is also commercializing Sonalleve MR-HIFU, an innovative therapeutic platform that combines real-time MR imaging and thermometry with thermal ultrasound to enable precise and incision-free ablation of diseased tissue. Sonalleve is CE marked for the treatment of uterine fibroids and palliative pain treatment of bone metastases. The Company is also in the early stages of exploring additional potential treatment markets for Sonalleve MR-HIFU, such as non-invasive ablation of abdominal cancers and hyperthermia for cancer therapy, where the technology has been shown to have clinical application.
Forward-Looking Statements
This release includes forward-looking statements regarding Profound and its business which may include, but is not limited to, statements with respect to the use of the proceeds, the size and the timing of the completion of the Offering, and expectations regarding the efficacy of Profound’s technology in the treatment of prostate cancer. 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, without limitation, uncertainties inherent to current capital markets, the ability to receive any required approvals or consents in connection with the Offering, the ability of Profound to satisfy the conditions of the Offering or otherwise close the Offering, and related risks and uncertainties. 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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.