What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-07 · 65 added, 69 removed, 820 unchanged (14% of the section changed)

13 unchanged sentences

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on our assessment, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting was not effective based on those criteria as a result of a material weakness in internal control over financial reporting discussed in the paragraphs below.

A material weakness is a deficiency, or a combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In conjunction with the preparation of the Company’s financial statements for the year ended December 31, 2024, and specifically in connection with the recognition of revenue under ASC 606, Revenue from contracts with customers , management has determined that the controls over the review of contract terms and arrangements with customers did not operate effectively during 2024.

Based on our assessment, management believes that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on those criteria.

Remediation of Previously Reported Material Weakness

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, management identified a material weakness in our internal control over financial reporting related to our process for reviewing contract terms and arrangements with customers under ASC 606, Revenue from contracts with customers .

This material weakness resulted in audit adjustments to revenue, trade and other receivables and prepaid expenses, deposits and other assets, which were recorded prior to the issuance of the financial statements as of and for the year ended December 31, 2024.

Management considers these adjustments to constitute a material weakness that requires remediation, and management is in the process of implementing remediation measures to address the identified material weakness.

Management’s Remediation Plan .

In an effort to address the identified material weakness and enhance our internal controls related to revenue recognition, management plans to expand the finance team to include more Chartered Professional Accountants (CPAs) with technical expertise and experience in evaluating more complex areas of US GAAP in evaluating contract terms and arrangements with customers, and engage third-party consultants to assist with assessing the accounting for more complex revenue contracts, as necessary.

Management’s efforts are ongoing and its remediation plan is expected to be completed during 2025.

If these remedial measures are insufficient to address the material weakness described above, or are not implemented timely, or additional deficiencies arise in the future, a reasonable possibility exists that a material misstatement in our interim or annual financial statements may occur in the future.

During 2025, management implemented a remediation plan to address this material weakness.

Our remediation efforts included the following:

● Expanded the finance team to include more Chartered Professional Accountants with technical expertise and experience in evaluating more complex areas of US GAAP.

● Engaged third-party consultants to assist with assessing the accounting for more complex revenue contracts.

Management has completed its testing of the design and operating effectiveness of these newly implemented and enhanced controls.

Based on this testing, we have concluded that these controls are operating effectively and that the previously identified material weakness did not result in any misstatements or adjustments in the Company’s audited financial statements during the year ended December 31, 2025 and has been remediated as of December 31, 2025.

Changes in Internal Control Over Financial Reporting.

Other than the material weakness described above, there were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our most recently completed fiscal year and fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation of the material weakness described above, there were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our most recently completed fiscal year and fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting .

Attestation Report of the Registered Public Accounting Firm.

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IVC) $1 billion North and South American homecare and rehabilitation business.

Ellacott has also held executive positions

with Baxter International and American Hospital Supply, with assignments in Canada, Australia and the United States.

Ellacott has also held executive positions with Baxter International and American Hospital Supply, with assignments in Canada, Australia and the United States.

Ellacott serves on the board of Belmont Instrument and is the past Chairman of the board of the Canadian Assistive Devices Association.

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Cynthia has taken active roles on boards of companies located in Canada and the US from start-up to revenue-generating stages.

These include Acer Therapeutics (NASDAQ:

ACER), Cytochroma (acquired by OPKO Health), VisualSonics (acquired by SonoSite, now FujiFilm SonoSite), and Trillium Therapeutics (NASDAQ:

These include Acer Therapeutics (acquired by NASDAQ:

ZVRA), Cytochroma (acquired by OPKO Health), VisualSonics (acquired by SonoSite, now FujiFilm SonoSite), and Trillium Therapeutics (NASDAQ:

TRIL) (acquired by Pfizer).

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(“Baylis”), a leader in the development and commercialization of innovative medical devices in the fields of radiology and neurosurgery.

Headquartered in Canada, Baylis also

provides contract manufacturing services to some of the world’s leading medical device companies.

Headquartered in Canada, Baylis also provides contract manufacturing services to some of the world’s leading medical device companies.

Kris joined Baylis in 1989 as a co-founder and served as president from 2015 until it was acquired by Boston Scientific in 2022.

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Meeting Attendance

During our fiscal year ended December 31, 2024, there were six (6) meetings of our Board of Directors, four (4) meetings of our Audit Committee and (3) meetings of the Human Resources and Corporate Governance Committee.

During our fiscal year ended December 31, 2025, there were seven (7) meetings of our Board of Directors, four (4) meetings of our Audit Committee and four (4) meetings of the Human Resources and Corporate Governance Committee.

No director attended fewer than 75% of the total number of meetings of our board of directors and of the committees of our board of directors on which he or she served.

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Below is a description of the committees.

The Board has adopted a written charter for each of the committees below that is available to shareholders on our website at https://profoundmedical.com/investors/.

The Board has adopted a written charter for each of the committees below that is available to shareholders on our website at https://ir.profoundmedical.com/governance.

Audit Committee

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● Regulation FD;

● Section 16 rules requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades in a short period of time, which will provide less data in this regard than shareholders of U.S.

companies that are subject to the Exchange Act;

● Section 16 rules, except as applicable to Foreign Private Issuers;

● the requirement that our board have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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Mathieu Burtnyk (6)

Senior Vice-President, Product Leader TULSA-PRO

Tom Tamberrino (7)

Chief Commercial Officer

Abbey Goodman (8)

Chief Commercial Officer

(1) Nil indicates that perquisites and other personal benefits did not exceed C$50,000 or 10% of the total salary of the NEO for the financial year.

8 unchanged sentences

Tamberrino joined the Company on October 14, 2024.

Goodman was terminated from her role as Chief Commercial Officer effective October 24, 2024.

Outstanding Option-Based and Share-Based Awards

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Rashed Dewan (2)

Chief Financial Officer

July 19, 2026

Chief Financial Officer

Mathieu Burtnyk (3)

1 unchanged sentence

Chief Commercial Officer

Abbey Goodman (5)

Chief Commercial Officer

Menawat holds 694,092 Options, with 514,092 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

1 unchanged sentence

Burtnyk holds 283,700 Options, with 141,200 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Tamberrino holds 200,000 Options, with nil of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

(5) As of December 31, 2024, Ms.

Goodman held 94,029 Options, with 94,029 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Tamberrino holds 200,000 Options, with 50,000 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

(5) The value shown is the product of the number of Common Shares underlying the Option multiplied by the difference between the Common Share TSX closing price on December 31, 2025 of C$10.77 and the exercise price.

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Name and Principal Position

Arun Menawat Chief Executive Officer and Director

Rashed Dewan Chief Financial Officer

Mathieu Burtnyk President

Tom Tamberrino Chief Commercial Officer

Abbey Goodman Chief Commercial Officer

Chief Executive Officer and Director

Chief Financial Officer

Mathieu Burtnyk

Tom Tamberrino

Chief Commercial Officer

(1) The value shown is the product of the number of Common Shares underlying the Options that vested during the year multiplied by the difference between the Common Share TSX closing price on the day the Options vested and the exercise price of the Options that vested.

1 unchanged sentence

Termination and Change of Control Benefits

Tamberrino and Ms.

Goodman are a party to an executive employment agreement (the “Executive Employment Agreements”) with the Company.

Burtnyk and Mr.

Tamberrino are a party to an executive employment agreement (the “Executive Employment Agreements”) with the Company.

The Executive Employment Agreements have an indefinite term and contain standard confidentiality and non-solicitation provisions.

Profound has agreed pursuant to the Executive Employment Agreements that each of Dr.

Tamberrino and Ms.

Goodman will receive base salaries determined by the Board and may receive discretionary bonuses, grants of Options, grants of RSUs, reimbursement of expenses, benefits and certain perquisites as set forth in the Executive Employment Agreements, with the amounts paid in 2024 with respect to such matters set forth in the Summary Compensation Table.

Burtnyk and Mr.

Tamberrino will receive base salaries determined by the Board and may receive discretionary bonuses, grants of Options, grants of RSUs, reimbursement of expenses, benefits and certain perquisites as set forth in the Executive Employment Agreements, with the amounts paid in 2025 with respect to such matters set forth in the Summary Compensation Table.

The following table sets forth information with respect to the estimated aggregate dollar amount to which each current NEO would have been entitled if the event resulting in termination of employment occurred on December 31, 2025.

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Termination without cause/Termination with a change of control

Abbey Goodman

Termination with cause/resignation

Termination without cause/Termination with a change of control

(1) In the event of a termination for just cause or resignation, the Company shall have no further obligation to Dr.

Tamberrino or Ms.

Goodman, as applicable, other than the payment of unpaid base salary, any bonus declared but not yet paid, plus all outstanding vacation pay and expense reimbursement.

Burtnyk or Mr.

Tamberrino, as applicable, other than the payment of unpaid base salary, any bonus declared but not yet paid, plus all outstanding vacation pay and expense reimbursement.

(2) The value shown is the product of the number of Common Shares underlying the vested Options multiplied by the difference between the Common Share TSX closing price on December 31, 2025 of C$10.77 and the exercise price.

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or (ii) the minimum notice (or pay in lieu) and minimum severance, if any, to which he would be entitled under employments standards legislation.

Goodman was terminated from her role as Chief Commercial Officer effective October 24, 2024.

In connection with her termination, Ms.

Goodman received a cash payment of $150,000, equal to six months’ notice.

Director Compensation

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(1) The directors were granted 12,097 DSUs each.

The value shown is the product of the number of DSUs issued multiplied by the Common Share TSX closing price on the grant date, November 18, 2024, of C$11.07.

The value shown is the product of the number of DSUs issued multiplied by the Common Share TSX closing price on the grant date, June 24, 2025, of C$8.49.

Outstanding Option-Based and Share-Based Awards

9 unchanged sentences

June 15, 2028

Ellacott holds 33,300 Options, with 32,264 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Lavoie holds 20,000 Options, with 18,345 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Lortie holds 20,000 Options, with 18,964 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Rosenthal holds 33,300 Options, with 32,264 of these Options vested and exercisable and the remaining balance vesting over a three year period from their respective grant dates.

Ellacott holds 33,300 Options, with 33,300 of these Options vested and exercisable.

Lavoie holds 20,000 Options, with 20,000 of these Options vested and exercisable.

Lortie holds 20,000 Options, with 20,000 of these Options vested and exercisable.

Rosenthal holds 33,300 Options, with 33,300 of these Options vested and exercisable.

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If any Option is exercised, cancelled, expired, surrendered or otherwise terminated for any reason, the number of Common Shares in respect of which the Option is exercised, cancelled, expired, surrendered or otherwise terminated, as the case may be, will again be available for purchase pursuant to Options granted under the plan.

As at December 31, 2024, 1,326,573 Options have been granted under the Share Option Plan, which represents 4.4% of the issued and outstanding Common Shares of the Company as at December 31, 2024.

As at December 31, 2024, 2,578,602 Options are available for grant under the Share Option Plan, which represents 8.6% of the issued and outstanding shares in the capital of the Company as at December 31, 2024.

As of December 31, 2025, 2,142,522 Options have been granted under the Share Option Plan, which represents 5.9% of the issued and outstanding Common Shares of the Company as of December 31, 2025.

As of December 31, 2025, 2,575,651 Options are available for grant under the Share Option Plan, which represents 7.1% of the issued and outstanding shares in the capital of the Company as of December 31, 2025.

The aggregate number of Common Shares that may be (i) issued to insiders of the Company within any one-year period, or (ii) issuable to insiders of the Company at any time, in each case, under the Share Option Plan alone or when combined with all other security-based compensation arrangements of the Company, cannot exceed 10% of the outstanding Common Shares (the “ Insider Participation Limits ”).

The Board shall determine the exercise price of the Options, provided that, it cannot be less than the Market Price of the Common Shares on the date of grant.

For the purposes of the Share Option Plan, “ Market Price ” means the volume-weighted average price of

the Common Shares on the stock exchange where the majority of trading volume and value of the Common Shares occurs, for the five trading days immediately preceding the relevant date on which the Market Price is to be determined.

For the purposes of the Share Option Plan, “ Market Price ” means the volume-weighted average price of the Common Shares on the stock exchange where the majority of trading volume and value of the Common Shares occurs, for the five trading days immediately preceding the relevant date on which the Market Price is to be determined.

The expiry date for an Option shall not be later than the 10th anniversary of the date an Option is granted, subject to the expiry date falling with a corporate blackout period or within 5 business days following the expiry of such a blackout period, in which case the expiry date will be extended to the 10th business day following the expiry of the blackout period.

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The Board may from time to time, without notice and without Shareholder approval, amend, modify, change, suspend or terminate the Share Option Plan or any Options granted thereunder as it, in its discretion determines appropriate, provided, however, that no such amendment, modification, change, suspension or termination of the Share Option Plan or any Option granted thereunder may materially impair any rights of an optionee or materially increase any obligations of an optionee under the plan without the consent of the optionee, unless the Board determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements.

Amendments that can be made by the Board without Shareholder approval include, but are not limited to, housekeeping amendments, amendments to comply with applicable law or stock exchange rules, amendments necessary for Options to qualify for favorable treatment under applicable tax laws, amendments to the vesting provisions of the Share Option Plan or any Option, amendments to include or modify a cashless exercise feature, amendments to the termination or early termination provisions of the

Share Option Plan or any Option, and amendments necessary to suspend or terminate the Share Option Plan.

Shareholder approval is required for the following amendments to be made to the Share Option Plan:

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Policies and Practices Related to the Grant of Certain Equity Awards

Our equity awards, including stock options, are granted in connection with regularly scheduled meetings of the Human Resources and Corporate Governance Committee and the Board which are scheduled in March and August after the release of our quarterly financial results for the prior quarter.

Our equity awards, including stock options, are granted in connection with regularly scheduled meetings of the Human Resources and Corporate Governance Committee and the Board which are scheduled in March, August and November after the release of our quarterly financial results for the prior quarter.

Our trading black-out period normally lifts after two trading days following such release of information.

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Arthur Rosenthal (9)

Kris Shah (10)

All current executive officers and directors as a group (9 persons)

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Burtnyk, (ii) options to purchase 141,200 common shares issuable upon the exercise of options to purchase common shares exercisable within 60 days of March 5, 2026 held by Dr.

Consists of 13,333 common shares held by Mr.

(5) Consists of (i) 25,333 common shares held by Mr.

Tamberrino, (ii) options to purchase 50,000 common shares issuable upon the exercise of options to purchase common shares exercisable within 60 days of March 5, 2026 held by Mr.

(6) Consists of (i) 70,202 common shares held by Mr.

Ellacott, (ii) options to purchase 33,300 common shares issuable upon the exercise of options to purchase common shares exercisable within 60 days of March 5, 2026 held by Mr.

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Rosenthal, (ii) options to purchase 33,300 common shares issuable upon the exercise of options to purchase common shares exercisable within 60 days of March 5, 2026 held by Dr.

(10) Consists of 2,202 common shares held by Mr.

Securities Authorized for Issuance under Equity Incentive Plans

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Plan Category

warrants and rights

equity compensation plans

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Articles of Incorporation

(Exhibit 4.1)

Form S-8 (Exhibit 4.1)

Articles of Amendment

(Exhibit 4.2)

Form S-8 (Exhibit 4.2)

Articles of Amalgamation

(Exhibit 4.3)

(Exhibit 4.4)

Form S-8 (Exhibit 4.3)

Form S-8 (Exhibit 4.4)

Description of Securities

Specimen Share Certificate

Form 10-K (Exhibit 4.2)

Employment Agreement, dated January 1, 2020, as amended, by and between the Company and Arun Menawat

Form 10-K (Exhibit 10.1)

Employment Agreement, dated October 14, 2024, by and between the Company and Tom Tamberrino

Form 10-K (Exhibit 10.2)

Amended and Restated Employment Agreement, dated August 23, 2019, as amended, by and between the Company and Rashed Dewan

Form 10-K (Exhibit 10.3)

Amended and Restated Employment Agreement, dated August 20, 2019, as amended, by and between the Company and Mathieu Burtnyk

Form 10-K (Exhibit 10.4)

Profound Medical Corp.

Long Term Incentive Plan

(Exhibit 99.1)

Profound Medical Amended and Restated Share Option Plan

(Exhibit 99.1)

Form S-8 (Exhibit 99.1)

Amended and Restated Technology License Agreement, dated May 16, 2011, by and between the Company and Sunnybrook Health Sciences Centre

Form 10-K (Exhibit 10.7)

Siemens Agreement dated January 23, 2019.

between the Company and Siemens Healthcare GmbH

Form 10-K (Exhibit 10.8)

Amended and Restated Credit Agreement, dated March 3, 2025, between the Company and Canadian Imperial Bank of Commerce

Form 10-K (Exhibit 10.9)

Form of Securities Purchase Agreement, dated as of December 19, 2025, by and between Profound Medical Corp.

and the purchaser parties thereto

Form 8-K (Exhibit 10.1)

Form of Subscription Agreement, dated December 30, 2025

Form 8-K (Exhibit 10.1)

Profound Medical Corp.

Corporate Disclosure, Confidentiality and Trading in Securities by Directors, Officers, Employees and Consultants Policy

Form 10-K (Exhibit 19)

Subsidiaries of the Company

Form 10-K (Exhibit 21)

Consent of Independent Registered Public Accountant

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Profound Medical Corp.’s Clawback Policy

(Exhibit 97.0)

Form 40-F (Exhibit 97.0)

Inline XBRL Instance Document

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Management contract or compensatory plan or arrangement.

Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The certifications attached as Exhibit 32 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-K), irrespective of any general incorporation language contained in such filing.

31 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures