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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________

 

FORM 8-K

_____________________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2025

_____________________________

 

PROFOUND MEDICAL CORP.

(Exact name of Registrant as Specified in Its Charter)

_____________________________

 

Ontario, Canada 001-39032 Not Applicable
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (IRS Employer
Identification No.)
         
2400 Skymark Avenue, Unit 6
Mississauga, Ontario, Canada		   L4W 5K5
(Address of Principal Executive Offices)   (Zip Code)
         

 

Registrant’s Telephone Number, Including Area Code: 647-476-1350

 

 

(Former Name or Former Address, if Changed Since Last Report)

_____________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   PROF   The Nasdaq Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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. ☐

 

 

 

Item  5.07. Submission of Matters to a Vote of Security Holders

 

At the 2025 Annual General and Special Meeting of Shareholders of Profound Medical Corp. (the “Company”) held on May 14, 2025, the holders of common shares of the Company voted on: (1) six director nominees to be elected to the Board to serve until the close of the Company’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the close of the Company’s next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) an ordinary resolution approving all unallocated options under the Company’s share option plan. The items of business are further described in the Company’s management information circular filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 22, 2025.

The tables below set forth the number of votes cast for, against or withheld, for each matter voted on by the Company’s shareholders.

 

1.Election of Directors

 

Each of the six nominees listed below was elected as Director of the Corporation to hold office until the Corporation’s next annual meeting of shareholders or until their successor is duly appointed.

 

Nominee For % For Withheld % Withheld
Arun Menawat 11,147,209 94.536% 644,301 5.464%
Brian Ellacott 11,048,084 93.695% 743,426 6.305%
Cynthia Lavoie 11,438,299 97.005% 353,211 2.995%
Murielle Lortie 11,291,509 95.76% 500,001 4.24%
Arthur Rosenthal 10,899,784 92.438% 891,726 7.562%
Kris Shah 11,040,268 93.629% 751,242 6.371%

 

2.Appointment of Auditors

 

The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.

 

Votes For % For Votes Withheld % Withheld
20,467,738 99.489% 105,225 0.511%

 

3.Approval of Unallocated Options under the Share Option Plan

 

The shareholders approved an ordinary resolution approving all unallocated options under the Company’s share option plan.

 

Votes For % For Votes Against % Against
8,050,144 68.271% 3,741,366 31.729%

 

 

 

 

 

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 hereunto duly authorized.

 

      PROFOUND MEDICAL CORP.
       
Date: May 14, 2025 By: /s/ Rashed Dewan
      Rashed Dewan
Chief Financial Officer

 

 

 

 

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