Profound Medical Corp 6-K, filed Jan 28, 2020
Profound Medical Corp. (PROF)
About this 6-K
Profound Medical Corp filed this 6-K on January 28, 2020.
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 2020
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 x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The following document, which is attached as an exhibit hereto, is incorporated by reference herein:
|
Exhibit |
Title | |
| 99.1 | Material Change Report, dated January 27, 2020. | |
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. | |||
| (Registrant) | |||
| Date: January 27, 2020 | By | /s/ Aaron Davidson | |
| Name: Aaron Davidson | |||
| 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 22, 2020
| 3. | News Release |
Press releases relating to the material change were disseminated via Globe Newswire on January 22, 2020 and January 27, 2020 and were subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR)
| 4. | Summary of Material Change |
On January 22, 2020, Profound announced the pricing of an underwritten public offering of 2,950,000 common shares in the capital of the Company (the “Common Shares”) at a price of US$11.65 per Common Share (the “Offering Price”) for aggregate gross proceeds of US$34,367,500 (the “Offering”). The Company also granted the underwriters an over-allotment option to purchase up to an additional 442,500 Common Shares at the Offering Price, exercisable in whole or in part at any time up to 30 days from the closing. Cowen acted as the sole book-running manager for the Offering. Raymond James Ltd. acted as the co-manager for the Offering.
On January 27, 2020, Profound announced the closing of the Offering. The Underwriters elected to exercise the over-allotment option in full, resulting in an aggregate of 3,392,500 Common Shares being issued for aggregate gross proceeds to the Company of US$39,522,625.
The net proceeds of the Offering are expected to be used: (i) to fund the commercial launch of TULSA-PRO® in the United States and the continued commercialization of TULSA-PRO® and SONALLEVE® globally; and (ii) for working capital and general corporate purposes.
| 5. | Full Description of Material Change |
5.1 Full Description of Material Change
On January 22, 2020, Profound announced the pricing of an underwritten public offering of 2,950,000 Common Shares at the Offering Price for aggregate gross proceeds of US$34,367,500. The Company also granted the underwriters an over-allotment option to purchase up to an additional 442,500 Common Shares at the Offering Price, exercisable in whole or in part at any time up to 30 days from the closing. Cowen acted as the sole book-running manager for the Offering. Raymond James Ltd. acted as the co-manager for the Offering.
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On January 27, 2020, Profound announced the closing of the Offering. The Underwriters elected to exercise the over-allotment option in full, resulting in an aggregate of 3,392,500 Common Shares being issued for aggregate gross proceeds to the Company of US$39,522,625.
The net proceeds of the Offering are expected to be used: (i) to fund the commercial launch of TULSA-PRO® in the United States and the continued commercialization of TULSA-PRO® and SONALLEVE® globally; and (ii) for working capital and general corporate purposes.
The Common Shares were offered in each of the provinces of Canada, other than Québec, pursuant to a prospectus supplement (the “Prospectus Supplement”) to the Company’s short form base shelf prospectus dated October 17, 2019 (the “Base Shelf Prospectus”) which the Company filed with the securities commissions or other security regulatory authorities in each of the provinces of Canada, other than Québec. The Prospectus Supplement was also filed with the U.S. Securities and Exchange Commission as part of the Company’s registration statement on Form F-10 (the “Registration Statement”) previously filed under the multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and in the United States. Copies of the Prospectus Supplement and the Base Shelf Prospectus can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov.
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.
Stephen Kilmer
(647) 872-4849
skilmer@profoundmedical.com
| 9. | Date of Report |
January 27, 2020
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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 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 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.