Profound Medical Corp 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended December31, 2025 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission file number:001-39032 ☐ 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 Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T during the preceding 12months (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, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act. Large accelerated filer☐ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that preparedor 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 registrant included in thefiling 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-based compensationreceived 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 (without admitting that anyperson whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common shares were last sold as ofthe last business day of the registrant’s most recently completed second fiscal quarter was $152,237,865. As of March 5, 2026, the registrant had 36,293,640 common 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 of 1934 (the “ExchangeAct”) in the United States. The Company has voluntarily elected to file annual reports on Form10-K, quarterly reports onForm10-Q and current reports on Form8-K with the United States Securities and Exchange Commission (the “SEC”) insteadof filing on the reporting forms available to foreign private issuers. Although the Company has voluntarily chosen to file periodic reports and current reports, as well as registrationstatements, on U.S. domestic issuer forms, the Company will maintain its status as a foreign private issuer. Accordingly, as aforeign private issuer, the Company remains exempt from the U.S. federal proxy rulespursuant to Section14 of the ExchangeAct and Regulations 14A and 14C thereunder, Regulation FD, and its officers, directors, and principal shareholders are notsubject to the short-swing profit recovery provisions contained in Section16 of the Exchange Act. TABLE OF CONTENTS PART I2Item 1.BUSINESS2Item 1A. RISK FACTORS29Item 1B. UNRESOLVED STAFF COMMENTS67Item 1C. CYBERSECURITY67Item 2.PROPERTIES68Item 3.LEGAL PROCEEDINGS69Item 4.MINE SAFETY DISCLOSURES69PART II69Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES69Item 6.[RESERVED]70Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF O