PROF Profound Medical Corporation

 

As filed with the Securities and Exchange Commission on September 12, 2024

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PROFOUND MEDICAL CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Ontario, Canada				Not Applicable
(State or other jurisdiction of incorporation or organization)				(IRS Employer Identification No.)

 

2400 Skymark Avenue,
Unit 6, Mississauga,
Ontario L4W 5K5
(647) 476-1350
(Address of Principal Executive Offices)(Zip Code)

 

Profound Medical Corp. Long Term Incentive Plan

Profound Medical Corp. Amended and Restated Share Option Plan

(Full Title of the Plans)

 

Profound Medical (U.S.) Inc.
9160 Forum Corporate Parkway, Suite 359
Fort Myers, Florida
33905

(Name and Address of Agent for Service)

 

(647) 476-1350

(Telephone Number, Including Area Code, of Agent for Service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 x		Smaller reporting company  ¨
		Emerging growth company  x

 

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 7(a)(2)(B) of the Securities Act.    ☐

 

 

 

Explanatory Note

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,615,048 common shares of Profound Medical Corp. (the “Registrant”) that may be issued pursuant to the Registrant’s Amended and Restated Share Option Plan or Long Term Incentive Plan (together, the “Plans”). The Registrant previously registered 2,649,660 common shares for issuance under the Plans pursuant to Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 7, 2019 (File No. 333-234574) and May 20, 2020 (File No. 333-238528). Pursuant to General Instruction E to Form S-8, the contents of such Registration Statements on Form S-8 are hereby incorporated by reference herein, except to the extent supplemented or amended or superseded by the information set forth herein.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

The following documents are filed as exhibits to this Registration Statement.

 

Exhibit No.		Description of Exhibit
4.1		Articles of Incorporation (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-8 filed with the Commission on November 7, 2019).
4.2		Articles of Amendment (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-8 filed with the Commission on November 7, 2019).
4.3		Articles of Amalgamation (incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-8 filed with the Commission on November 7, 2019).
4.4		Bylaws (incorporated by reference to Exhibit 4.4 to the Registrant’s Form S-8 filed with the Commission on November 7, 2019).
5.1*		Opinion of Mintz LLP
23.1*		Consent of Mintz LLP (included in Exhibit 5.1).
23.2*		Consent of PricewaterhouseCoopers LLP.
24.1*		Power of Attorney (included in the signature page to this Registration Statement).
107*		Filing Fee Table.

 

* Filed herewith.

 

 

Item 9.

Undertakings.

 

(a)

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Canada on September 12, 2024.

 

	PROFOUND MEDICAL CORP.
	By:	/s/ Rashed Dewan
		Name:	Rashed Dewan
		Title:	Chief Financial Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arun Menawat and Rashed Dewan, and each of them, with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full and several power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post effective amendments, and supplements to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities indicated on September 12, 2024.

 

Signature		Title
/s/ Arun Menawat		Chief Executive Officer and Chairman (Principal Executive Officer)
Arun Menawat
/s/ Rashed Dewan		Rashed Dewan (Principal Financial Officer and Principal Accounting Officer)
Rashed Dewan
/s/ Kris Shah		Director
Kris Shah
/s/ Arthur Rosenthal		Director
Arthur Rosenthal
/s/ Brian Ellacott		Director
Brian Ellacott
/s/ Cynthia Lavoie		Director
Cynthia Lavoie
/s/ Murielle Lortie		Director
Murielle Lortie

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Canada, on September 12, 2024.

 

	PROFOUND MEDICAL CORP.
	(Authorized Representative in the United States)
	By:	/s/ Arun Menawat
		Name:	Arun Menawat
		Title:	Chief Executive Officer and Chairman

 

 

Exhibit 5.1

 

200 Bay Street, South Tower Suite 2800 Toronto, ON 647 499 2828 mintz.com

 

September 12, 2024

 

Profound Medical Corp.

2400 Skymark Avenue, Unit #6

Mississauga, Ontario L4W 5K5

 

Dear Sirs/Mesdames:

 

Re:	Profound Medical Corp. (the "Corporation")

 

We have acted as counsel to the Corporation in connection with the filing on the date hereof of a Registration Statement on Form S-8 (the "Form S-8") with respect to the registration pursuant to the United States Securities Act of 1933, as amended, of 2,615,048 common shares of the Corporation (the "Common Shares") issuable pursuant to: (i) the Corporation’s amended and restated share option plan dated July 13, 2018 (the "Option Plan"), and (ii) the Corporation’s long term incentive plan dated May 20, 2020 (the "LTIP"). We have made such investigations and examined originals or copies certified or otherwise identified to our satisfaction of documents, records and certificates of the Corporation as we have considered necessary or relevant for the purposes of this opinion including:

 

(a)

the articles of amalgamation, as amended to date, and by-laws of the Corporation;

 

(b)

the Option Plan;

 

(c)

the LTIP; and

 

(d)

resolutions of the directors and the shareholders of the Corporation authorizing the Option Plan and the LTIP.

 

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including a certificate signed by the Chief Financial Officer of the Corporation addressed to our firm, certifying certain additional corporate information of a factual nature, which we have relied upon as to questions of fact material to our opinions set forth below.

 

In giving this opinion, with regard to all documents examined by us, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents.

 

 

 

BOSTON LOS    ANGELES    NEW YORK     SAN DIEGO    SAN FRANCISCO    TORONTO    WASHINGTON

 

MINTZ LLP

 

 

MINTZ Page 2

 

We have also assumed that all Common Shares issued under the LTIP will be issued for consideration in property or past services that is not less in value than the fair equivalent of the money that the Corporation would have received if the Common Shares had been issued for money.

 

Based upon and subject to the foregoing we are of the opinion that:

 

(a)

the Common Shares to be issued pursuant to the LTIP, upon issuance and payment therefor in accordance with the LTIP, will be validly issued and outstanding as fully paid and non-assessable shares of the Corporation; and

 

(b)

subject to the due and valid exercise of options in accordance with the terms of the Option Plan and receipt by the Corporation of the applicable exercise price pursuant to the terms of the Option Plan, the Common Shares so issued pursuant to the Option Plan will be validly issued and outstanding as fully paid and non-assessable shares of the Corporation.

 

The foregoing opinion is limited to the laws of Ontario and the federal laws of Canada applicable therein.

 

Our opinion is given as of the date hereof and we do not in any event undertake to advise you of any facts or circumstances occurring or coming to our attention subsequent to the date hereof.

 

We consent to the filing of this opinion as an exhibit to the Form S-8. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Yours truly,
/s/ Mintz LLP
Mintz LLP

 

 

Exhibit 23.2

 

 

 

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Profound Medical Corp. (the Company) of our report dated March 7, 2024, relating to the consolidated financial statements of the Company, which appears in Exhibit 99.3 to the Company’s Annual Report on Form 40-F for the year ended December 31, 2023.

 

We also consent to reference to us under the heading “Interests of Experts” in the Annual Information Form, which appears in Exhibit 99.1 to the Company’s Annual Report on Form 40-F for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement.

 

/s/PricewaterhouseCoopers LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario, Canada
September 12, 2024

 

 

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Profound Medical Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

In US Dollars

 

Security Type		Security Class Title		Fee Calculation Rule or Instruction		Amount Registered(1)		Proposed Maximum Offering Price Per Share(2)		Maximum Aggregate Offering Price(2)		Fee Rate		Amount of Registration Fee
Equity		Common Shares		Rule 457(c) and Rule 457(h)		2,131,256(3)		$7.81		$16,645,109.36		$0.00014760		$2,456.81
Equity		Common Shares		Rule 457(c) and Rule 457(h)		483,792(4)		$7.81		$3,778,415.52		$0.00014760		$557.69
				Total Offering Amounts						$20,423,524.88				$3,014.50
				Total Fee Offsets										—
				Net Fee Due										$3,014.50

 

(1)

Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the number of common shares being registered hereby shall be adjusted to include any additional common shares that may become issuable as a result of stock splits, stock dividends, recapitalizations or any other similar transactions effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding common shares in accordance with the provisions of the Profound Medical Corp. Long Term Incentive Plan (the “LTIP”) and the Profound Medical Corp. Amended and Restated Share Option Plan (the “Share Option Plan”).

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) (1) of Rule 457 under the Securities Act on the basis of the average of the high and low prices for the common shares on the Nasdaq Stock Market LLC on September 10, 2024.

 

(3)

Represents 2,131,256 common shares reserved for issuance under the Stock Option Plan.

 

(4)

Represents 483,792 common shares reserved for issuance under the LTIP.

 

 

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