UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2020
Commission File Number: 001-39032
PROFOUND MEDICAL CORP.
(Translation of registrant's name into English)
2400 Skymark Avenue, Unit 6, Mississauga, Ontario L4W 5K5
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXHIBIT INDEX
The following documents are attached as exhibits hereto and are incorporated by reference herein:
| Exhibit | Title | |
| 99.1 | Press Release, dated May 20, 2020 | |
| 99.2 | Report of Voting Results, dated May 20, 2020 |
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. | ||
| (Registrant) | ||
| Date: May 20, 2020 | /s/ Aaron Davidson | |
| Aaron Davidson | ||
| Chief Financial Officer | ||
EXHIBIT 99.1
Profound Medical Annual and Special Meeting of Shareholders Voting Results
TORONTO, May 20, 2020 (GLOBE NEWSWIRE) -- Profound Medical Corp. (TSX: PRN; NASDAQ: PROF) (“Profound” or the “Company”) is pleased to announce the voting results from its Annual and Special Meeting of Shareholders that was held today (the “Meeting”). A total of 8,067,967 common shares, representing 50.176% of the common shares outstanding, were represented in person and by proxy at the Meeting.
All of the matters put forward before the shareholders, as set out in the Company’s management information circular dated April 13, 2020 (the “Information Circular”), were approved by the requisite majority of votes cast at the Meeting.
Election of Directors
At the meeting, the shareholders of the Company elected all seven nominees for the board of directors (the “Board”). Detailed results of the voting in respect of the election of directors are as follows:
| Nominee | For | % For | Withheld | % Withheld |
| Arun Menawat | 8,067,688 | 99.997% | 279 | 0.003% |
| Brian Ellacott | 8,066,328 | 99.980% | 1,639 | 0.02% |
| Steve Forte | 8,067,888 | 99.999% | 79 | 0.001% |
| Kenneth Galbraith | 7,923,095 | 98.204% | 144,872 | 1.796% |
| Linda Maxwell | 8,067,336 | 99.992% | 631 | 0.008% |
| Jean-François Pariseau | 8,065,976 | 99.975% | 1,991 | 0.025% |
| Arthur Rosenthal | 8,065,776 | 99.973% | 2,191 | 0.027% |
Other Matters
The Company’s shareholders also approved the appointment of PricewaterhouseCoopers LLP as the auditor for the Company to hold office until the close of the next annual meeting or until its successor is duly appointed, at such remuneration as may be determined by the Board and an ordinary resolution confirming, approving and adopting the Company’s long-term incentive plan, as more particularly described in the Information Circular. Detailed voting results for all resolutions will be posted under the Company’s profile at www.sedar.com.
About Profound Medical Corp.
Profound is a commercial-stage medical device company that develops and markets customizable, incision-free therapies for the ablation of diseased tissue.
Profound is commercializing TULSA-PRO®, a technology that combines real-time MRI, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. TULSA-PRO® is designed to provide customizable and predictable radiation-free ablation of a surgeon-defined prostate volume while actively protecting the urethra and rectum to help preserve the patient’s natural functional abilities. TULSA-PRO® has the potential to be a flexible technology in customizable prostate ablation, including intermediate stage cancer, localized radio-recurrent cancer, retention and hematuria palliation in locally advanced prostate cancer, and the transition zone in large volume benign prostatic hyperplasia (BPH). TULSA-PRO® is CE marked, Health Canada approved and 510(k) cleared by the U.S. Food and Drug Administration.
Profound is 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 Food and Drug Administration for the non-invasive treatment of uterine fibroids. The Company is 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.
For further information, please contact:
Stephen Kilmer
Investor Relations
skilmer@profoundmedical.com
T: 647-872-4849
EXHIBIT 99.2
PROFOUND MEDICAL CORP.
Report of Voting Results Pursuant to Section
11.3 of
National Instrument 51-102 – Continuous Disclosure Obligations
The following matters were voted on at the annual and special meeting of holders of common shares of Profound Medical Corp. (the “Corporation”) held on May 20, 2020 (the “Meeting”). The following sets forth a brief description of each matter that was voted upon at the Meeting and the outcome of the vote.
| 1. | Appointment of Auditors |
By resolution passed by show of hands, PricewaterhouseCoopers LLP was appointed as the auditor of the Corporation to hold office until the close of the next annual meeting or until its successor is duly appointed, at such remuneration as may be determined by the board of directors. The numbers in respect of the vote are based on the proxies received.
| Votes For | % For | Votes Withheld | % Withheld |
| 8,066,607 | 99.983% | 1,360 | 0.017% |
| 2. | Election of Directors |
By resolution passed by show of hands, the following seven (7) nominees were elected as directors of the Corporation. The numbers in respect of the vote are based on the proxies received.
| Nominee | For | % For | Withheld | % Withheld |
| Arun Menawat | 8,067,688 | 99.997% | 279 | 0.003% |
| Brian Ellacott | 8,066,328 | 99.980% | 1,639 | 0.02% |
| Steve Forte | 8,067,888 | 99.999% | 79 | 0.001% |
| Kenneth Galbraith | 7,923,095 | 98.204% | 144,872 | 1.796% |
| Linda Maxwell | 8,067,336 | 99.992% | 631 | 0.008% |
| Jean-François Pariseau | 8,065,976 | 99.975% | 1,991 | 0.025% |
| Arthur Rosenthal | 8,065,776 | 99.973% | 2,191 | 0.027% |
| 3. | Approval of Long-Term Incentive Plan |
By resolution passed by show of hands, the long-term incentive plan of the Corporation, as more particularly described in the Corporation’s Information Circular dated April 13, 2020, was confirmed, approved and adopted. The numbers in respect of the vote are based on the proxies received.
| Votes For | % For | Votes Against | % Against |
| 7,578,503 | 93.933% | 489,464 | 6.067% |
Toronto, Ontario, May 20, 2020.
PROFOUND
MEDICAL CORP.
By: signed “Aaron Davidson” Name: Aaron Davidson |