Profound Medical Corp._June 30, 2026
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-39032
PROFOUND MEDICAL CORP.
(Exact Name of Registrant as Specified in its Charter)
Ontario, Canada
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2400 Skymark Avenue, Unit #6, Mississauga ,
Ontario , Canada
(Address of principal executive offices)
L4W 5K5
(Zip Code)
Registrant’s telephone number, including area code: ( 647 ) 476-1350
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, No Par Value Per Share
PROF
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 6, 2026, the registrant had 36,532,594 common shares, no par value per share, outstanding.
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EXPLANATORY NOTE
Profound Medical Corp. (the “Company”) qualifies as a “Foreign Private Issuer,” as defined in Rule 3b-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) and is exempt from filing quarterly reports on Form 10-Q by virtue of Rules 13a-13 and 15d-13 under the Exchange Act. The Company has voluntarily elected to file this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
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Form 10-Q – QUARTERLY REPORT
For the Quarter Ended June 30, 2026
Table of Contents
Page
PART I.
Financial Information
Item 1.
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
1
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
2
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
3
Condensed Consolidated Statements of Cash Flows (Unaudited)
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
23
Item 4.
Controls and Procedures
23
PART II.
Other Information
23
Item 1.
Legal Proceedings
23
Item 1A.
Risk Factors
23
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
23
Item 3.
Defaults Upon Senior Securities
24
Item 4.
Mine Safety Disclosures
24
Item 5.
Other Information
24
Item 6.
Exhibits
24
Signatures
25
i
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Profound Medical Corp.
CONDENSED CONSOLIDATED BALANCE SHEET S
(USD in thousands, except per share data)
(unaudited)
June 30,
December 31,
2026
2025
$
$
Assets
Current assets:
Cash
38,271
59,723
Trade and other receivables, net (note 3)
9,614
7,200
Inventory (note 4)
10,456
8,238
Prepaid expenses and deposits
523
928
Total current assets
58,864
76,089
Trade and other receivables, net (note 3)
—
300
Property and equipment, net (note 5)
556
698
Intangible assets, net (note 6)
121
138
Right-of-use assets, net (note 9)
2,763
184
Deferred tax assets, net
81
66
Total assets
62,385
77,475
Liabilities
Current liabilities:
Accounts payable
955
1,563
Accrued expenses and other current liabilities (note 7)
3,127
3,815
Deferred revenue
342
445
Long-term debt (note 8)
4,507
—
Lease liabilities (note 9)
119
213
Income tax payable
63
39
Total current liabilities
9,113
6,075
Deferred revenue
618
388
Long-term debt (note 8)
—
4,499
Lease liabilities (note 9)
2,754
—
Other non-current liabilities
92
79
Total liabilities
12,577
11,041
Shareholders’ equity
Common shares, no par value, unlimited shares authorized, 36,532,594 and 36,293,640 issued and outstanding at June 30, 2026 and December 31, 2025, respectively (note 10)
325,383
323,839
Additional paid-in capital
25,688
25,310
Accumulated other comprehensive income
3,070
5,025
Accumulated deficit
( 304,333 )
( 287,740 )
Total shareholders’ equity
49,808
66,434
Total liabilities and shareholders’ equity
62,385
77,475
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
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Profound Medical Corp.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(USD in thousands, except per share data)
(unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
$
$
$
$
Revenue (note 12)
Recurring - non-capital
1,612
1,561
4,086
3,362
Capital equipment
871
650
3,734
1,470
2,483
2,211
7,820
4,832
Cost of sales
536
593
2,041
1,361
Gross profit
1,947
1,618
5,779
3,471
Operating expenses
Research and development
5,654
6,098
10,916
10,906
Selling, general and administrative
7,359
9,326
13,950
17,537
Total operating expenses
13,013
15,424
24,866
28,443
Operating loss
11,066
13,806
19,087
24,972
Other (income) expenses
Net finance income
( 336 )
( 343 )
( 713 )
( 788 )
Net foreign exchange (gain) loss
( 1,245 )
2,168
( 1,861 )
2,130
Total other (income) expenses
( 1,581 )
1,825
( 2,574 )
1,342
Net loss before income taxes
9,485
15,631
16,513
26,314
Income tax expense
68
78
95
119
Deferred tax recovery
( 13 )
( 14 )
( 15 )
( 14 )
Total income tax expense
55
64
80
105
Net loss attributed to shareholders for the period
9,540
15,695
16,593
26,419
Other comprehensive (income) loss
Item that may be reclassified to (income) loss
Foreign currency translation adjustment
950
( 2,713 )
1,955
( 2,816 )
Net loss and other comprehensive loss for the period
10,490
12,982
18,548
23,603
Loss per share (note 13)
Basic and diluted net loss per common share
0.26
0.52
0.46
0.88
Basic and diluted weighted average common shares outstanding
36,350,665
30,053,142
36,324,393
30,055,047
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
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Profound Medical Corp.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(USD in thousands)
(unaudited)
Accumulated
Additional
Other
Paid-in
Comprehensive
Accumulated
Common Shares
Capital
Income
Deficit
Tota1
Shares
Amount $
$
$
$
$
Balance - December 31, 2025
36,293,640
323,839
25,310
5,025
( 287,740 )
66,434
Net loss for the period
—
—
—
—
( 7,053 )
( 7,053 )
Cumulative translation adjustment – net of tax of $ nil
—
—
—
( 1,005 )
—
( 1,005 )
Vesting of DSUs (note 11)
10,000
68
( 68 )
—
—
—
Vesting of RSUs (note 11)
33,997
256
( 256 )
—
—
—
Share-based compensation (note 11)
—
—
1,048
—
—
1,048
Balance – March 31, 2026
36,337,637
324,163
26,034
4,020
( 294,793 )
59,424
Net loss for the period
—
—
—
—
( 9,540 )
( 9,540 )
Cumulative translation adjustment – net of tax of $ nil
—
—
—
( 950 )
—
( 950 )
Vesting of DSUs (note 11)
16,128
96
( 96 )
—
—
—
Vesting of RSUs (note 11)
178,829
1,124
( 1,124 )
—
—
—
Share-based compensation (note 11)
—
—
874
—
—
874
Balance – June 30, 2026
36,532,594
325,383
25,688
3,070
( 304,333 )
49,808
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Profound Medical Corp.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(USD in thousands)
(unaudited)
Accumulated
Additional
Other
Paid-in
Comprehensive
Accumulated
Common Shares
Capital
Income
Deficit
Total
Shares
Amount $
$
$
$
$
Balance - December 31, 2024
30,039,809
281,552
21,298
2,742
( 245,170 )
60,422
Net loss for the period
—
—
—
—
( 10,724 )
( 10,724 )
Cumulative translation adjustment – net of tax of $ nil
—
—
—
103
—
103
Vesting of RSUs (note 11)
13,333
89
( 89 )
—
—
—
Share-based compensation (note 11)
—
—
989
—
—
989
Balance – March 31, 2025
30,053,142
281,641
22,198
2,845
( 255,894 )
50,790
Net loss for the period
—
—
—
—
( 15,695 )
( 15,695 )
Cumulative translation adjustment – net of tax of $nil
—
—
—
2,713
—
2,713
Share-based compensation (note 11)
—
—
1,451
—
—
1,451
Balance – June 30, 2025
30,053,142
281,641
23,649
5,558
( 271,589 )
39,259
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
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Profound Medical Corp.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW S
(USD in thousands)
(unaudited)
Six Months Ended June 30,
2026
2025
$
$
Cash flows from operating activities
Net loss for the period
( 16,593 )
( 26,419 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment (note 5)
219
218
Amortization of intangible assets (note 6)
16
86
Non-cash lease expense adjustment
99
( 19 )
Share-based compensation (note 11)
1,922
2,440
Interest and accretion expense
9
51
Changes in operating assets and liabilities:
Trade and other receivables (note 3)
( 2,473 )
2,449
Inventory (note 4)
( 2,686 )
( 2,723 )
Prepaid expenses and deposits
384
1,042
Accounts payable, accrued expenses and other liabilities (note 7)
( 991 )
545
Deferred revenue
164
317
Income taxes payable
27
—
Deferred tax assets
( 18 )
( 14 )
Net cash used in operating activities
( 19,921 )
( 22,027 )
Cash flows from financing activities
Repayments of long-term debt (note 8)
—
( 290 )
Net cash provided by (used in) financing activities
—
( 290 )
Net increase (decrease) in cash
( 19,921 )
( 22,317 )
Effect of exchange rate changes on cash
( 1,531 )
2,600
Cash, beginning of period
59,723
54,912
Cash, end of period
38,271
35,195
Supplemental cash flow information:
Interest paid
150
139
Income taxes paid, included in operating activities
69
65
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
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Profound Medical Corp.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1 Description of business
Profound Medical Corp. (Profound) (the Company) was incorporated under the Ontario Business Corporations Act on July 16, 2014. The Company is a commercial-stage medical device company focused on the development and marketing of customizable, incision-free therapeutic systems for the ablation of diseased tissue utilizing platform technologies.
The Company’s registered address is 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, Canada, L4W 5K5.
2
Summary of significant accounting policies
Basis of preparation
The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (US GAAP). The condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the periods presented.
Unaudited condensed consolidated financial statements
The condensed consolidated balance sheet as of June 30, 2026, the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2026 and 2025, the condensed consolidated statements of shareholders’ equity for the three and six months ended June 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025, are unaudited. The financial data and other information disclosed in these notes to the consolidated financial statements related to June 30, 2026, and the three and six months ended June 30, 2026 and 2025, are also unaudited. The accompanying condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated financial statements included in the Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on March 5, 2026.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company’s financial position as of June 30, 2026, and the results of its operations and cash flows for the three and six months ended June 30, 2026 and 2025. The results for the three and six months ended June 30, 2026, are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any other period or for any future year and should be read in conjunction with the annual consolidated financial statements included in the Annual Report.
Use of estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, assumptions related to the determination of expected credit losses, and the valuation of stock options. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
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Recent Accounting Pronouncements
In January 2026, the Company adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The Company elected the practical expedient to assume that current conditions as of the balance-sheet date remain unchanged for the remaining life of its current accounts receivable and contract assets. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.
3
Trade and other receivables, net
Trade receivables and other receivables, net, as of June 30, 2026 and December 31, 2025 consists of the following:
June 30,
December 31,
2026
2025
$
$
Trade receivables, gross
9,584
7,621
Contract assets, gross
—
386
Trade receivables and contract assets
9,584
8,007
Allowance for expected credit losses
( 577 )
( 898 )
Trade receivables, net
9,007
7,109
Tax receivables
427
311
Other receivables
180
80
Total trade and other receivables, net
9,614
7,500
Less: Current portion
9,614
7,200
Long-term portion
—
300
The activity in the allowance for expected credit losses for trade receivables and contract assets was as follows:
June 30,
December 31,
2026
2025
$
$
Balance - Beginning of the period
898
158
Write off against the allowance
( 375 )
—
Provision for allowance for expected credit losses
54
740
Balance - End of the period
577
898
4
Inventory
Inventory as of June 30, 2026 and December 31, 2025 consists of the following:
June 30,
December 31,
2026
2025
$
$
Finished goods
5,899
5,280
Raw materials
4,557
2,958
Inventory
10,456
8,238
During the three and six months ended June 30, 2026, $ 428 and $ 1,861 , respectively (three and six months ended June 30, 2025 - $ 496 and $ 1,156 , respectively) of inventory was recognized in cost of sales.
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5
Property and equipment, net
The major components of property and equipment, net, as of June 30, 2026 and December 31, 2025 consist of the following:
June 30,
December 31,
2026
2025
$
$
Leasehold improvements
542
542
Equipment
176
176
Equipment under operating lease
1,494
1,571
Total
2,212
2,289
Accumulated depreciation
( 1,656 )
( 1,591 )
Property and equipment, net
556
698
Depreciation expense for the three and six months ended June 30, 2026 was $ 126 and $ 219 , respectively (three and six months ended June 30, 2025 - $ 102 and $ 218 , respectively). During the three and six months ended June 30, 2026, the Company sold $ 71 and $ 154 , respectively (three and six months ended June 30, 2025 - $ 135 and $ 213 , respectively) of equipment under operating lease to a customer.
6
Intangible assets
The major components of intangible assets as of June 30, 2026 and December 31, 2025 consist of:
June 30, 2026
December 31, 2025
$
$
Weighted
Average
Remaining
Accumulated
Accumulated
Useful
Gross
Amortization
Net
Gross
Amortization
Net
Lives
Carrying
and
Carrying
Carrying
and
Carrying
(Years)
Amount
Impairments
Amount
Amount
Impairments
Amount
Exclusive license agreement
3.1
231
( 171 )
60
231
( 158 )
73
Software
—
978
( 978 )
—
978
( 978 )
—
Distribution rights
14.3
66
( 5 )
61
66
( 1 )
65
1,275
( 1,154 )
121
1,275
( 1,137 )
138
The Company has a license agreement (the license) with Sunnybrook Health Sciences Centre (Sunnybrook), pursuant to which Sunnybrook licenses to the Company certain intellectual property and exclusively licensed-in rights that enable the Company to use Sunnybrook’s technology for MRI-guided trans-urethral ultrasound therapy. The Company has the option to acquire rights to improvements to the relevant technology and intellectual property. If the Company fails to comply with any of its obligations or otherwise breaches this agreement, Sunnybrook may have the right to terminate the license.
7
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities, as of June 30, 2026 and December 31, 2025 consist of the following:
June 30,
December 31,
2026
2025
$
$
Accrued employee compensation
1,437
2,347
Clinical trials
694
524
Other general accruals
996
944
Accrued expenses and other current liabilities
3,127
3,815
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8
Long-term debt
On March 3, 2025, the Company entered into an amended and restated credit agreement (the “ CIBC Credit Agreement ”), with Canadian Imperial Bank of Commerce (“ CIBC ”) which amended the terms of the CIBC Loan and the existing long-term debt provided under the Original CIBC Credit Agreement was repaid with proceeds from a new revolving line of credit provided by CIBC to Profound. This was accounted for as a modification of debt whereby a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. The line of credit bears interest at the Wall Street Journal Prime Rate subject to a floor of 6.25 %. Following an amendment to the CIBC Credit Agreement on September 30, 2025, the amended financial covenants are that unrestricted cash is at all times greater of: (i) to the extent that EBITDA is a negative number or loss for the most recent six-month period, the amount of such loss, or (ii) $ 10,000 , reported on a monthly basis and that revenue for the 12 month period must be 15 % greater than revenue for the same period in the prior fiscal year, reported on a quarterly basis. The Company is in compliance with these financial covenants as of June 30, 2026. Future compliance with the financial covenants included in the CIBC Credit Agreement is dependent upon achieving certain revenue, EBITDA, and anticipated unrestricted cash levels.
The obligations are secured by, inter alia, a general security agreement over the assets and the assets of the Company’s subsidiaries. The revolving line of credit matures on March 3, 2027 and provides an option to the Company to increase the amount of the revolving commitment by $ 5,000 within 18 months from March 3, 2025, subject to achieving a minimum trailing 12 month revenue exceeding $ 15,000 . The exercise of the option would result in the size of the revolving commitment increasing from $ 10,000 to a maximum of $ 15,000 . Additionally, the CIBC Credit Agreement provides that Profound may request a one-time increase in the principal amount of the revolving line of credit up to a maximum amount of $ 10,000 , which is subject to the approval of CIBC in its sole discretion.
June 30,
December 31,
2026
2025
$
$
Balance - Beginning of period
4,499
4,661
Interest expense
159
394
Interest paid
( 150 )
( 331 )
Foreign exchange
( 1 )
65
Repayment
—
( 290 )
Balance - End of period
4,507
4,499
Less: Current portion
4,507
—
Long-term portion
—
4,499
9
Leases
Leases where the Company is the Lessee
The Company leases certain office premises. In January 2026, the Company entered into a lease modification agreement for one of its office premises that extended the lease term and modified the payment schedule. This modification increased the right-of-use assets but did not provide the Company with any additional right‑of‑use assets. Therefore, this was accounted for as a modification of an existing operating lease, resulting in a remeasurement of the related operating lease liability using an updated incremental borrowing rate and a corresponding adjustment to the right‑of‑use asset. The extension commences October 1, 2026, with fixed payment structures expiring in 2033. Lease liabilities and corresponding right-of-use assets were recognized based on the present value of future lease payments.
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Lease expense for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
2026
2025
$
$
Operating lease costs
118
58
Total lease costs
118
58
Six Months Ended June 30,
2026
2025
$
$
Operating lease costs
237
116
Total lease costs
237
116
Other information related to operating leases is as follows:
Six Months Ended June 30,
2026
2025
Cash paid from operating cash flows for amounts included in the measurement of lease liabilities
143
140
Weighted average remaining lease term
7.25 years
0.75 years
Weighted average discount rate
5.50
%
5.99
%
Maturities of the operating lease liabilities and minimum payments for operating leases having initial or remaining noncancellable terms in excess of one year as of June 30, 2026 were as follows:
2026
69
2027
377
2028
497
2029
512
2030
528
Thereafter
1,533
Total
3,516
Less: Imputed interest
643
Present value of remaining lease payments
2,873
Less: Current portion
119
Non-current portion
2,754
10
Share capital
Common shares
The Company is authorized to issue an unlimited number of common shares.
June 30,
December 31,
2026
2025
Issued and outstanding (with no par value)
$
$
36,532,594 (December 31, 2025 – 36,293,640 ) common shares
325,383
323,839
Voting Power
Except as otherwise required by law, the holders of common shares possess all voting power for the election of the Company’s directors and all other matters requiring shareholder action. Holders of common shares are entitled to one vote per share on matters to be voted on by shareholders.
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Dividends
Holders of common shares will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.
Liquidation, Dissolution and Winding Up
In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to shareholders, after the rights of the creditors have been satisfied.
11
Share-based payments
Share options
Effective May 20, 2020, the Company adopted amendments to the share option plan (the Share Option Plan). The aggregate maximum number of common shares that may be issued under the Share Option Plan, together with all other security-based compensation arrangements of the Company, is limited to 13 % of the issued and outstanding common shares. The current maximum number of common shares reserved for issuance under the share option plan together with the long-term incentive plan is 4,749,237 common shares (or such other number as may be approved by the holders of the voting shares of the Company).
As of June 30, 2026, 2,151,048 (December 31, 2025 – 2,142,522 ) options were outstanding. Each share option granted allows the holder to purchase one common share, at an exercise price not less than the lesser of the closing trading price of the common shares on the TSX (or other exchange where the common shares are listed), on the date a share option is granted and the volume-weighted average price of the common shares for the five trading days immediately preceding the date the share option is granted. Share options granted under the Share Option Plan generally have a maximum term of ten years and vest over a period of up to four years .
A summary of the share option activity during the period presented and the total number of share options outstanding as of those dates are set forth below:
Weighted average
Number
exercise price
of options
C$
Balance - December 31, 2025
2,142,522
13.53
Granted
121,600
8.29
Forfeited/expired
( 113,074 )
15.69
Balance - June 30, 2026
2,151,048
13.12
Exercisable - June 30, 2026
1,450,606
14.49
Expected to vest - June 30, 2026
2,151,048
13.12
The Company estimated the fair value of the share options granted during the period using the Black-Scholes option pricing model with the weighted average assumptions below. The Company estimated the expected future stock price volatility for its common stock by using its historical volatility based on daily price observations for the most recent historical period equal to the length of the instrument’s expected life of options.
March 17,
May 19,
June 11,
Grant date
2026
2026
2026
Exercise price
C$ 7.58
C$ 9.63
C$ 9.41
Expected volatility
68
%
67
%
67
%
Expected life of options
6 years
6 years
6 years
Risk-free interest rate
3.00
%
3.45
%
3.32
%
Dividend yield
—
—
—
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The weighted average grant date fair values of share options granted for the three and six months ended June 30, 2026 were C$ 5.78 and C$ 5.40 , respectively (three and six months ended June 30, 2025 - C$ 4.59 and C$ 4.82 ).
Long-term incentive plan
Effective May 17, 2023, the Company adopted the amended long term incentive plan (the LTIP). The LTIP is an incentive-based equity compensation plan that provides for the grant of restricted share units (the RSUs) and deferred share units (the DSUs, together with the RSUs, the Units). The aggregate maximum number of common shares that may be reserved for issuance under the LTIP in respect of grants of RSUs and DSUs is limited to 4.9 % of the issued and outstanding common shares on a non-diluted basis, provided that, the maximum number of common shares which may be reserved for issuance pursuant to all of the Company’s security-based compensation arrangements shall not in the aggregate exceed 13 % of the issued and outstanding common shares on a non-diluted basis. The Company may grant RSUs to officers, directors, employees, or consultants of the Company or any of its affiliates and any such person’s personal holding company, as designated by the Board in a resolution upon the terms and conditions set forth in a grant agreement. DSUs may be granted to any director of the Company who has been designated by the Company for participation in the LTIP and who has agreed to participate in the LTIP Each Unit represents the right to receive one common share in accordance with the terms of the LTIP. The number of Units granted at any particular time will be calculated by dividing the dollar amount of such grant by the market value of a common share on the applicable grant date, which is equal to the volume weighted average trading price of all common shares traded on the TSX (or other exchange where the common shares are listed) for the five trading days immediately preceding such date. RSUs and DSUs granted under the LTIP vest over a period of up to three years , subject to DSU deferral features.
The following table summarizes RSUs activities:
Weighted
average grant
date fair value
Number of
per share
RSUs
C$
Balance - December 31, 2025
859,335
9.23
Granted
97,430
8.29
Vested
( 212,826 )
9.18
Forfeited
( 82,003 )
9.19
Balance - June 30, 2026
661,936
9.11
A summary of the DSUs changes during the period are set forth below:
Weighted
average grant
date fair value
Number of
per share
DSUs
C$
Balance - December 31, 2025
135,490
9.39
Granted
51,324
9.36
Vested
( 26,128 )
8.84
Forfeited
( 17,098 )
9.37
Balance - June 30, 2026
143,588
9.48
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Share-based compensation expense
The following table presents the components and classification of share-based compensation recognized for share options, RSUs, and DSUs for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
$
$
$
$
Share options
295
125
647
758
RSUs
521
627
1,204
869
DSUs
58
699
71
813
Share-based compensation
874
1,451
1,922
2,440
Cost of sales
( 26 )
7
( 19 )
10
Research and development
219
315
422
588
Selling, general and administrative
681
1,129
1,519
1,842
Share-based compensation
874
1,451
1,922
2,440
12
Revenue
The following table provides information about disaggregated revenue by products and services:
Three Months Ended June 30,
2026
2025
$
$
Timing of transfer of control
Point in time revenue
2,298
2,028
Service revenue recognized over time
185
183
2,483
2,211
Six Months Ended June 30,
2026
2025
$
$
Timing of transfer of control
Point in time revenue
7,440
4,475
Service revenue recognized over time
380
357
7,820
4,832
13
Loss per share
The following table shows the calculation of basic and diluted loss per share:
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
$
$
$
$
Net loss for the period
9,540
15,695
16,593
26,419
Weighted average number of common shares
36,350,665
30,053,142
36,324,393
30,055,047
Basic and diluted loss per share
$
0.26
$
0.52
$
0.46
$
0.88
The computation of diluted loss per share is equal to the basic loss per share due to the anti-dilutive effect of the share options, RSUs and DSUs. Of the 2,151,048 (June 30, 2025 – 2,147,568 ) share options, 661,936 (June 30, 2025 – 1,075,454 ) RSUs, and 143,588 (June 30, 2025 – 152,155 ) DSUs that are not included in the calculation of diluted loss per share for the period ended June 30, 2026, 1,450,606 (June 30, 2025 – 1,187,803 ) were exercisable.
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14
Segment reporting
The Company’s operations are categorized into one industry segment, which is medical technology focused on magnetic resonance guided ablation procedures for the treatments to ablate the prostate gland, uterine fibroids, osteoid osteoma and nerves for palliative pain relief for patients with metastatic bone disease. The CODM regularly reviews the operating results of the Company on a consolidated basis as part of making decisions for allocating resources and evaluating performance. Further, the CODM is regularly provided with the consolidated expenses as noted on the consolidated statements of operations and comprehensive loss.
The following tables represent total revenue by geographic area, based on the location of the reporting entity for the three months ended June 30, 2026 and 2025, respectively:
For the three months ended June 30, 2026
Canada
USA
Germany
Total
$
$
$
$
Revenue
Recurring - non-capital
129
1,301
182
1,612
Capital equipment
427
444
—
871
556
1,745
182
2,483
For the three months ended June 30, 2025
Canada
USA
Germany
Total
$
$
$
$
Revenue
Recurring - non-capital
94
1,327
140
1,561
Capital equipment
—
650
—
650
94
1,977
140
2,211
For the six months ended June 30, 2026
Canada
USA
Germany
Total
$
$
$
$
Revenue
Recurring - non-capital
1,614
2,140
332
4,086
Capital equipment
2,513
1,221
—
3,734
4,127
3,361
332
7,820
For the six months ended June 30, 2025
Canada
USA
Germany
Total
$
$
$
$
Revenue
Recurring - non-capital
376
2,620
366
3,362
Capital equipment
570
900
—
1,470
946
3,520
366
4,832
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The following tables represent other geographic information for the six months ended June 30, 2026 and the year ended December 31, 2025:
For the period ended June 30, 2026
Canada
USA
Germany
China
Finland
Total
$
$
$
$
$
$
Total assets
51,218
7,215
540
137
3,275
62,385
Intangible assets
121
—
—
—
—
121
Property and equipment
13
389
—
—
154
556
Right-of-use assets
2,763
—
—
—
—
2,763
Amortization of intangible assets
16
—
—
—
—
16
Depreciation of property and equipment
28
169
—
—
22
219
For the year ended December 31, 2025
Canada
USA
Germany
China
Finland
Total
$
$
$
$
$
$
Total assets
63,046
9,791
1,243
137
3,258
77,475
Intangible assets
138
—
—
—
—
138
Property and equipment
41
481
—
—
176
698
Right-of-use assets
184
—
—
—
—
184
Amortization of intangible assets
187
—
—
—
—
187
Depreciation of property and equipment
51
322
—
—
—
373
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this Quarterly Report on Form 10-Q, the “Company”, the “Registrant”, “we” or “us” refer to Profound Medical Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear elsewhere in this report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, assumptions and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the Risk Factors section of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2026, and elsewhere in this report under “Part II, Other Information—Item 1A, Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and operations, financing plans, potential growth opportunities, potential market opportunities, potential results of our development efforts or trials, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s plans, estimates, assumptions and beliefs only as of the date of this report. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Unless stated otherwise, all references to “$” are to United States dollars in thousands and all references to “C$” are to Canadian dollars in thousands.
Overview
We are a commercial-stage medical device company focused on the development and marketing of AI-powered, MRI-guided, incision-free therapies for the ablation of diseased tissue utilizing our platform technologies and leveraging the healthcare system’s existing imaging infrastructure. Our lead product (the “ TULSA-PRO system ”) combines real-time MRI, robotically driven transurethral sweeping-action thermal ultrasound with closed-loop temperature feedback control for the ablation of prostate tissue. The product is comprised of one-time-use devices and capital equipment that are used in conjunction with a customer’s existing MRI scanner.
We are commercializing TULSA-PRO, a technology that combines real-time MRI, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. The TULSA procedure, performed using the TULSA-PRO system, has the potential of becoming a mainstream treatment modality across the entire prostate disease spectrum; ranging from low-, intermediate-, or high-risk prostate cancer; to hybrid patients suffering from both prostate cancer and benign prostatic hyperplasia (“ BPH ”); to men with BPH only; and also, to patients requiring salvage therapy for radio-recurrent localized prostate cancer. TULSA employs real-time MR guidance for pixel-by-pixel precision to preserve prostate disease patients’ urinary continence and sexual function, while killing the targeted prostate tissue via a precise sound absorption technology that gently heats it to kill temperature (55-57°C). TULSA is an incision- and radiation-free “one-and-done” procedure performed in a single session that takes a few hours. Virtually all prostate shapes and sizes can be safely, effectively, and efficiently treated with TULSA. There is generally no bleeding associated with the procedure; no hospital stay is required; and most TULSA patients report quick recovery to their normal routine. TULSA-PRO is CE marked, Health Canada approved, and 510(k) cleared by the U.S. Food and Drug Administration (“ FDA ”).
We are 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 National Medical Products Administration for the non-invasive treatment of uterine fibroids and has FDA approval under a Humanitarian Device Exemption for the treatment of osteoid osteoma. We are 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.
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Results of Operations
Comparison of Three and Six Months Ended June 30, 2026 and 2025
The following selected financial information as of and for the three and six months ended June 30, 2026 and 2025 have been derived from the unaudited consolidated financial statements and should be read in conjunction with those unaudited consolidated financial statements and related notes.
For the six months ended June 30,
2026
2025
$
$
Revenue
7,820
4,832
Operating expenses
24,866
28,443
Other (income) expense
(2,574)
1,342
Net loss for the period
16,593
26,419
Basic and diluted loss per share
0.46
0.88
For the three months ended June 30,
2026
2025
Change
$
$
$
%
Revenue
2,483
2,211
272
12
%
Cost of sales
536
593
(57)
(10)
%
Gross profit
1,947
1,618
329
20
%
Gross margin
Expenses
Research and development
5,654
6,098
(444)
(7)
%
Selling, general and administrative
7,359
9,326
(1,967)
(21)
%
Total operating expenses
13,013
15,424
(2,411)
(16)
%
Other (income) expense
Net finance (income) expense
(336)
(343)
7
(2)
%
Net foreign exchange (gain) loss
(1,245)
2,168
(3,413)
(157)
%
Total other (income) expense
(1,581)
1,825
(3,406)
(187)
%
Net loss before income taxes
9,485
15,631
(6,146)
(39)
%
Income taxes
55
64
(9)
(14)
%
Net loss attributed to shareholders for the period
9,540
15,695
(6,155)
(39)
%
Other comprehensive (income) loss
Item that may be reclassified to profit or loss
Foreign currency translation adjustment
950
(2,713)
3,663
(135)
%
Net loss and comprehensive loss for the period
10,490
12,982
(2,492)
(19)
%
Loss per share
Basic and diluted net loss per common share
0.26
0.52
(0.26)
(50)
%
Basic and diluted weighted average common shares outstanding
36,350,665
30,053,142
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For the six months ended June 30,
2026
2025
Change
$
$
$
%
Revenue
7,820
4,832
2,988
62
%
Cost of sales
2,041
1,361
680
50
%
Gross profit
5,779
3,471
2,308
66
%
Gross margin
Expenses
Research and development
10,916
10,906
10
—
Selling, general and administrative
13,950
17,537
(3,587)
(20)
%
Total operating expenses
24,866
28,443
(3,577)
(13)
%
Other (income) expense
Net finance (income) expense
(713)
(788)
75
(10)
%
Net foreign exchange (gain) loss
(1,861)
2,130
(3,991)
(187)
%
Total other (income) expense
(2,574)
1,342
(3,916)
(292)
%
Net loss before income taxes
16,513
26,314
(9,801)
(37)
%
Income taxes
80
105
(25)
(24)
%
Net loss attributed to shareholders for the period
16,593
26,419
(9,826)
(37)
%
Other comprehensive (income) loss
Item that may be reclassified to profit or loss
Foreign currency translation adjustment
1,955
(2,816)
4,771
(169)
%
Net loss and comprehensive loss for the period
18,548
23,603
(5,055)
(21)
%
Loss per share
Basic and diluted net loss per common share
0.46
0.88
(0.42)
(48)
%
Basic and diluted weighted average common shares outstanding
36,324,393
30,055,047
Key Components of Our Results of Operations
Revenue
We deploy a hybrid revenue business model in the United States to market TULSA-PRO by charging for the system separately as capital and an additional charge for the one-time-use devices. The Sonalleve product is marketed primarily outside North America deploying a one-time capital sales model with limited recurring service revenue. Outside of North America, we generate most of our revenues from our system sales (both TULSA-PRO and Sonalleve) in Europe and Asia where we deploy a hybrid business model, charging for the system separately as capital and an additional charge for the one-time-use devices. Revenue is comprised of (a) recurring – non-capital revenue, which consists of the sale of one-time-use devices and services associated with maintenance contracts and (b) capital equipment, which is the one-time sale of capital equipment and the lease of capital equipment.
For the three months ended June 30, 2026, we recorded revenue totaling $2,483, consisting of $871 from the one-time sale of capital equipment and $1,612 from recurring – non-capital revenue. For the three months ended June 30, 2025, we recorded revenue of $2,211, consisting of $650 from the one-time sale of capital equipment and $1,561 from recurring – non-capital revenue. The increase of $272, or 12%, in revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was the result of higher recurring revenue and capital sales overseas during the second quarter of 2026.
For the six months ended June 30, 2026, we recorded revenue totaling $7,820, consisting of $3,734 from the one-time sale of capital equipment and $4,086 from recurring – non-capital revenue. For the six months ended June 30, 2025, we recorded revenue of $4,832, consisting of $1,470 from the one-time sale of capital equipment and $3,362 from recurring – non-capital revenue. The increase
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of $2,988, or 62%, in revenue for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was driven by higher capital sales in the United States and overseas.
Cost of Sales
Cost of sales primarily includes the cost of finished goods, depreciation of equipment under lease, inventory write-downs, royalties, warranty expenses, freight and direct overhead and labor expenses necessary to acquire or manufacture the finished goods.
For the three months ended June 30, 2026, we recorded a cost of sales of $536, related to the sale of medical devices, capital and non-capital, which reflects 78% gross profit. For the three months ended June 30, 2025, we recorded a cost of sales of $593, which reflects a 73% gross profit. The decrease of $57, or 10%, in cost of sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was the result of the sale of multiple systems under existing operating leases to customers. The gross profit was higher in the three months ended June 30, 2026 by $329, or 20%, due to growth in the number of one-time-use devices sold.
For the six months ended June 30, 2026, we recorded a cost of sales of $2,041, related to the sale of medical devices, capital and non-capital, which reflects a 74% gross profit. For the six months ended June 30, 2025, we recorded a cost of sales of $1,361, which reflects a 72% gross profit. The increase of $680, or 50%, in cost of sales for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was the result of a different product combination whereby more capital equipment was sold which contains a higher margin. The gross profit was higher in the six months ended June 30, 2026 by $2,308, or 66%, due to growth in the number of capital systems sold.
Operating Expenses
Operating expenses consist of two components: research and development (“ R&D ”) and selling, general and administrative (“ SG&A ”).
R&D Expenses
R&D expenses are comprised of costs incurred in performing R&D activities, including new product development, continuous product improvement, investment in clinical trials and related manufacturing costs, materials and supplies, salaries and benefits, consulting fees, patent procurement costs, and occupancy costs related to R&D activity.
For the three months ended June 30, 2026, R&D expenses decreased by $444, or 7%, to $5,654 compared to $6,098 for the three months ended June 30, 2025. The decrease in R&D expenses was largely due to a reduction in clinical trial costs due to CAPTAIN trial enrollment completion. Offsetting these costs was an increased headcount, travel expenditures and higher consulting expenditures due to spending on R&D initiatives to reduce product costs and improve quality and efficiencies of our products.
For the six months ended June 30, 2026, R&D expenses increased by $10, or nil%, to $10,916 compared to $10,906 for the six months ended June 30, 2025. The increase in R&D expenses was largely due to increased headcount, travel expenditures and higher consulting expenditures due to spending on R&D initiatives to reduce product costs and improve quality and efficiencies of our products. Offsetting these costs were a reduction in clinical trial costs due to CAPTAIN trial enrollment completion.
These expenses emphasize our commitment to the ongoing development and improvement of the products while further demonstrating the commitment to a reliable and customizable product.
SG&A expenses
Selling, general and administrative expenses are comprised of business development costs related to the market development activities and commercialization of our systems, including salaries and benefits, marketing support functions, occupancy costs, insurance, various management and administrative support functions and other miscellaneous marketing and management costs.
SG&A expenses for the three months ended June 30, 2026 decreased by $1,967, or 21%, to $7,359 compared to $9,326 for the three months ended June 30, 2025. The decrease in SG&A was primarily due to decreased salary and commission expenses related to lower headcount in sales force, a reduction in travel expenses, an overall discount in our insurance premiums for the same coverage from the prior year and a reduction in bad debt expense. Offsetting these expenses was an increase in promotion and marketing expenses.
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SG&A expenses for the six months ended June 30, 2026 decreased by $3,587, or 20%, to $13,950 compared to $17,537 for the six months ended June 30, 2025. The decrease in SG&A was primarily due to decreased salaries and commission payments, a reduction in consulting fees and travel expenses, an overall discount in our insurance premiums for the same coverage from the prior year and a reduction in bad debt expense. Offsetting these expenses was an increase in promotion and marketing expenses.
Net finance income
Net finance income is primarily comprised of the following: (i) the CIBC Credit Agreement (as defined herein) accreting to the principal amount repayable and its related interest expense; and (ii) interest income from cash.
Net finance income decreased by $7 to ($336) during the three months ended June 30, 2026, compared to ($343) during the three months ended June 30, 2025. The decrease in net finance income was primarily due to a decrease in interest income from cash.
Net finance income decreased by $75 to ($713) during the six months ended June 30, 2026, compared to ($788) during the six months ended June 30, 2025. The decrease in net finance income was primarily due to a decrease in interest income from cash.
Net foreign exchange (gain) loss
Net foreign exchange (gain) loss is primarily comprised of the change in the foreign exchange rates for the Company’s foreign currency denominated cash, trade receivables and accounts payable.
Net foreign exchange (gain) loss decreased by $3,413 to ($1,245) during the three months ended June 30, 2026, compared to $2,168 during the three months ended June 30, 2025. The decrease in net foreign exchange (gain) loss was primarily due to an increase in the EUR and USD currency rates.
Net foreign exchange (gain) loss decreased by $3,991 to ($1,861) during the six months ended June 30, 2026, compared to $2,130 during the six months ended June 30, 2025. The decrease in net foreign exchange (gain) loss was primarily due to an increase in the EUR and USD currency rates.
Liquidity and Capital Resources
As of June 30, 2026, we had cash of $38,271 compared to $59,723 as of December 31, 2025. Historically, our primary source of cash has been financing activities, e.g., equity offerings as well as the CIBC Loan (as defined below).
Based on our current operating plans, we expect that our existing cash and sales of our products and services will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the issuance of these unaudited consolidated financial statements. During that time, we expect that our expenses will increase, primarily due to the continued commercialization of TULSA-PRO and Sonalleve. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
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Use of Proceeds
2025 Offering and non-brokered private placement
We received net proceeds of $40,801 from the public offering and the private placement (together, the “2025 Offering”) completed in December 2025. We intend to use net proceeds from the 2025 Offering 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. In addition, there have been no material adjustments to the cost or timing of the business objective previously disclosed in such prospectus supplement.
Total spending of proceeds
from the 2025
Offering as of
June 30, 2026
$
TULSA-PRO commercialization
17,075
Sonalleve development and commercialization
4,269
Working capital and general corporate purposes
5,563
Total
26,907
CIBC Loan
On March 3, 2025, we entered into an amended and restated credit agreement (the “CIBC Credit Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”), which amended the terms of the loan with CIBC (the “CIBC Loan”) and the existing long-term debt provided under the original credit agreement with CIBC was repaid with proceeds from a new revolving line of credit provided by CIBC to us. The line of credit bears interest at the Wall Street Journal Prime Rate subject to a floor of 6.25%. Following an amendment to the CIBC Credit Agreement on September 30, 2025, the amended financial covenants are that unrestricted cash is at all times greater of: (i) to the extent that EBITDA is a negative number or loss for the most recent six-month period, the amount of such loss, or (ii) $10,000, reported on a monthly basis and that revenue for the 12 month period must be 15% greater than revenue for the same period in the prior fiscal year, reported on a quarterly basis. We are in compliance with these financial covenants as of June 30, 2026. Future compliance with the financial covenants included in the CIBC Credit Agreement is dependent upon achieving certain revenue, EBITDA, and anticipated unrestricted cash levels.
The obligations are secured by, inter alia, a general security agreement over our assets and the assets of our subsidiaries. The revolving line of credit matures on March 3, 2027 and provides an option to increase the amount of the revolving commitment by $5,000 within 18 months from March 3, 2025, subject to achieving a minimum trailing 12 month revenue exceeding $15,000. The exercise of the option would result in the size of the revolving commitment increasing from $10,000 to a maximum of $15,000. Additionally, the CIBC Credit Agreement provides that we may request a one-time increase in the principal amount of the revolving line of credit up to a maximum amount of $10,000, which is subject to the approval of CIBC in its sole discretion.
Cash Flows
The following table summarizes our cash flows for each of the periods presented (in thousands):
Six months ended June 30,
2026
2025
$
$
Cash provided by (used in) operating activities
(19,921)
(22,027)
Cash provided by (used in) financing activities
—
(290)
Foreign exchange on cash
(1,531)
2,600
Net increase (decrease) in cash
(21,452)
(19,717)
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $(19,921), primarily attributable to a net loss of $16,593 and $5,593 in net operating assets and liabilities, partially offset by $2,265 of non-cash charges. The cash used in operating
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activities was primarily due to the increased efforts supporting the commercialization and expansion of our products. This resulted in an increase in marketing and promotion fees and increased travel. Non-cash charges consisted primarily of share-based compensation, amortization and depreciation.
Net cash used in operating activities for the six months ended June 30, 2025 was $(22,027). The principal use of the operating cash flows during the period related to a net loss of $26,419 and an increase in net operating assets and liabilities of $1,616 and non-cash charges of $2,776. The cash used in operating expenses was primarily due to the increased efforts supporting the commercialization and expansion of our products. This resulted in an increase in headcount, travel, clinical trial costs and marketing fees. Non-cash charges consisted primarily of share-based compensation, amortization and depreciation.
Financing Activities
Net cash provided by (used in) financing activities for the six months ended June 30, 2026 was $nil.
Net cash provided by (used in) financing activities for the six months ended June 30, 2025 was $(290) from the repayments of long-term debt principal.
Foreign Exchange on Cash
Cash was impacted by the change in the foreign exchange rates for the Company’s foreign currency denominated cash. The value of our currencies decreased, resulting in a decrease in our cash holdings.
Funding Requirements
Based on our current operating plans, we expect that our existing cash and sales of our products and services will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the issuance of these unaudited consolidated financial statements. During that time, we expect that our expenses will increase, primarily due to the continued commercialization of TULSA-PRO and Sonalleve.
We manage liquidity risk by monitoring actual and projected cash flows. A cash flow forecast is performed regularly to ensure that we have sufficient cash to meet our operational needs while maintaining sufficient liquidity. Our cash requirements depend on numerous factors, including market acceptance of our products, the resources devoted to developing and supporting the products and other factors. We expect to continue to devote substantial resources to expand procedure adoption and acceptance of our products.
We may require additional capital to fund R&D activities and any significant expansion of operations. Potential sources of capital could include equity and/or debt financings, development agreements or marketing agreements, the collection of revenue resulting from future commercialization activities and/or new strategic partnership agreements to fund some or all costs of development. There can be no assurance that we will be able to obtain the capital sufficient to meet any or all of our needs. The availability of equity or debt financing will be affected by, among other things, the results of R&D, our ability to obtain regulatory approvals, the market acceptance of our products, the state of the capital markets generally, strategic alliance agreements and other relevant commercial considerations. In addition, if we raise additional funds by issuing equity securities, existing security holders will likely experience dilution, and any incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict operations. Any failure on our part to raise additional funds on terms favorable to us or at all may require us to significantly change or curtail current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in us not being in a position to take advantage of business opportunities, in the termination or delay of clinical trials for our products, in curtailment of product development programs designed to identify new products, in the sale or assignment of rights to technologies, product and/or an inability to file market approval applications at all or in time to competitively market products.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies since December 31, 2025. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K dated March 5, 2026.
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Recent Accounting Pronouncements
See Note 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.
Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2026, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. You should read this description of our controls and procedures together with “Item 9A. Controls and Procedures” included in our Annual Report on Form 10-K, which was filed with the SEC on March 5, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as identified in connection with evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. Risk Factors.
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 5, 2026 (the “2025 Annual Report”). There have been no material changes to the risk factors described in the 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
Item 6. Exhibits.
Exhibit Number
Exhibit Description
Filed with this Report
Incorporated by Reference herein from Form or Schedule
Filing Date
SEC File/Reg. Number
3.1
Articles of Incorporation
Form S-8
(Exhibit 4.1)
11/7/2019
333-234574
3.2
Articles of Amendment
Form S-8
(Exhibit 4.2)
11/7/2019
333-234574
3.3
Articles of Amalgamation
Form S-8
(Exhibit 4.3)
11/7/2019
333-234574
3.4
Bylaws
Form S-8
(Exhibit 4.4)
11/7/2019
333-234574
31.1
Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
31.2
Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
X
32 †
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
X
† The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q 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-Q), irrespective of any general incorporation language contained in such filing.
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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: August 6, 2026
By:
/s/ Arun Menawat
Name: Arun Menawat
Title: Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2026
By:
/s/ Rashed Dewan
Name: Rashed Dewan
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.