Profound Medical Corp 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common shares held by non-affiliates of the registrant (withoutadmitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which thecommon shares were last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $241,514,836. As of March 7, 2025, the registrant had30,039,809common shares, no par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE Profound Medical Corp. (“ Profound” or the “Company”), a corporation organized under the laws of Ontario,Canada, qualifies as a “Foreign Private Issuer,” as defined in Rule3b-4 under the Securities Exchange Act of1934 (the “Exchange Act”) in the United States. The Company has voluntarily elected to file annual reports onForm10-K, quarterly reports on Form10-Q and current reports on Form8-K with the United States Securitiesand Exchange Commission (the “SEC”) instead of filing on the reporting forms available to foreign privateissuers. Although the Company has voluntarily chosen to file periodic reports and current reports, as well asregistration statements, on U.S. domestic issuer forms, the Company will maintain its status as a foreign privateissuer. Accordingly, as a foreign private issuer, the Company remains exempt from the U.S. federal proxyrulespursuant to Section14 of the Exchange Act and Regulations 14A and 14C thereunder, Regulation FD, andits officers, directors, and principal shareholders are not subject to the reporting and short-swing profit recoveryprovisions contained in Section16 of the Exchange Act. TABLE OF CONTENTS PART I1Item 1.BUSINESS1Item 1A.RISK FACTORS27Item 1B.UNRESOLVED STAFF COMMENTS65Item 1C.CYBERSECURITY65Item 2.PROPERTIES67Item 3.LEGAL PROCEEDINGS67Item 4.MINE SAFETY DISCLOSURES67PART II68Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES68Item 6.[RESERVED]68Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS68Item 7A.QUANTIT