Profound Medical Corp._March 31, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39032

PROFOUND MEDICAL CORP.

(Exact Name of Registrant as Specified in its Charter)


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

2400 Skymark Avenue, Unit #6, Mississauga, Ontario, Canada (Address of principal executive offices)	L4W 5k5 (Zip Code)

Registrant’s telephone number, including area code: (647) 476-1350

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, No Par Value Per Share		PROF		Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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, 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	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 7, 2026, the registrant had 36,337,637 common shares, no par value per share, outstanding.

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Profound Medical Corp.

CONDENSED CONSOLIDATED BALANCE SHEETS

(USD in thousands, except per share data)

(unaudited)


	March 31,	December 31,
	2026	2025
	$	$
Assets

Current assets:
Cash	50,295	59,723
Trade and other receivables, net (note 3)	9,423	7,200
Inventory (note 4)	9,001	8,238
Prepaid expenses and deposits	811	928
Total current assets	69,530	76,089

Trade and other receivables, net (note 3)	150	300
Property and equipment, net (note 5)	682	698
Intangible assets, net (note 6)	129	138
Right-of-use assets, net (note 9)	2,897	184
Deferred tax assets, net	68	66
Total assets	73,456	77,475

Liabilities

Current liabilities:
Accounts payable	2,142	1,563
Accrued expenses and other current liabilities (note 7)	3,389	3,815
Deferred revenue	464	445
Long-term debt (note 8)	4,503	—
Lease liabilities (note 9)	68	213
Income tax payable	41	39
Total current liabilities	10,607	6,075

Deferred revenue	441	388
Long-term debt (note 8)	—	4,499
Lease liabilities (note 9)	2,892	—
Other non-current liabilities	92	79
Total liabilities	14,032	11,041

Shareholders’ equity

Common shares, no par value, unlimited shares authorized, 36,337,637 and 36,293,640 issued and outstanding at March 31, 2026 and December 31, 2025, respectively (note 10)	324,163	323,839
Additional paid-in capital	26,034	25,310
Accumulated other comprehensive income	4,020	5,025
Accumulated deficit	(294,793)	(287,740)
Total shareholders’ equity	59,424	66,434

Total liabilities and shareholders’ equity	73,456	77,475

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Profound Medical Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(USD in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2026	2025
	$	$
Revenue (note 12)
Recurring - non-capital	2,474	1,801
Capital equipment	2,863	820
	5,337	2,621
Cost of sales	1,505	768
Gross profit	3,832	1,853

Operating expenses
Research and development	5,262	4,808
Selling, general and administrative	6,591	8,211
Total operating expenses	11,853	13,019

Operating loss	8,021	11,166

Other (income) expenses
Net finance (income) expense	(377)	(445)
Net foreign exchange (gain) loss	(616)	(38)
Total other (income) expenses	(993)	(483)

Net loss before income taxes	7,028	10,683

Income tax expense	27	41
Deferred tax expense (recovery)	(2)	—
Total income tax expense	25	41

Net loss attributed to shareholders for the period	7,053	10,724

Other comprehensive (income) loss
Item that may be reclassified to (income) loss
Foreign currency translation adjustment	1,005	(103)

Net loss and other comprehensive loss for the period	8,058	10,621

Loss per share (note 13)
Basic and diluted net loss per common share	0.19	0.36
Basic and diluted weighted average common shares outstanding	36,297,684	30,041,735

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Profound Medical Corp.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(USD in thousands)

(unaudited)


				Accumulated
			Additional	Other
			Paid-in	Comprehensive	Accumulated
	Common Shares		Capital	Income	Deficit	Tota1
	Shares	Amount $	$	$	$	$
Balance - December 31, 2025	36,293,640	323,839	25,310	5,025	(287,740)	66,434
Net loss for the period	—	—	—	—	(7,053)	(7,053)
Cumulative translation adjustment – net of tax of $nil	—	—	—	(1,005)	—	(1,005)
Vesting of DSUs (note 11)	10,000	68	(68)	—	—	—
Vesting of RSUs (note 11)	33,997	256	(256)	—	—	—
Share-based compensation (note 11)	—	—	1,048	—	—	1,048
Balance – March 31, 2026	36,337,637	324,163	26,034	4,020	(294,793)	59,424

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Profound Medical Corp.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(USD in thousands)

(unaudited)


				Accumulated
			Additional	Other
			Paid-in	Comprehensive	Accumulated
	Common Shares		Capital	Income	Deficit	Total
	Shares	Amount $	$	$	$	$
Balance - December 31, 2024	30,039,809	281,552	21,298	2,742	(245,170)	60,422
Net loss for the period	—	—	—	—	(10,724)	(10,724)
Cumulative translation adjustment – net of tax of $nil	—	—	—	103	—	103
Vesting of RSUs (note 11)	13,333	89	(89)	—	—	—
Share-based compensation (note 11)	—	—	989	—	—	989
Balance – March 31, 2025	30,053,142	281,641	22,198	2,845	(255,894)	50,790

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Profound Medical Corp.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(USD in thousands)

(unaudited)


		Three Months Ended March 31,
		2026		2025
		$		$
Cash flows from operating activities
Net loss for the period		(7,053)		(10,724)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property and equipment (note 5)		93		116
Amortization of intangible assets (note 6)		7		47
Non-cash lease expense adjustment		50		(9)
Share-based compensation (note 11)		1,048		989
Interest and accretion expense		5		48
Changes in operating assets and liabilities:
Trade and other receivables (note 3)		(2,240)		1,090
Inventory (note 4)		(996)		(984)
Prepaid expenses and deposits		105		592
Accounts payable, accrued expenses and other liabilities (note 7)		311		300
Deferred revenue		88		252
Income taxes payable		2		—
Deferred tax asset		(3)		—
Net cash used in operating activities		(8,583)		(8,283)

Cash flows from financing activities
Repayments of long-term debt (note 8)		—		(290)
Net cash provided by (used in) financing activities		—		(290)

Net increase (decrease) in cash		(8,583)		(8,573)
Effect of exchange rate changes on cash		(845)		94
Cash, beginning of period		59,723		54,912
Cash, end of period		50,295		46,433

Supplemental cash flow information:
Interest paid, included in financing activities		75		56
Income taxes paid, included in operating activities		25		11

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Profound Medical Corp.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1Description of business

Profound Medical Corp. (Profound) (the Company) was incorporated under the Ontario Business Corporations Act on July 16, 2014. The Company is a commercial-stage medical device company focused on the development and marketing of customizable, incision-free therapeutic systems for the ablation of diseased tissue utilizing platform technologies.

The Company’s registered address is 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, Canada, L4W 5K5.

2	Summary of significant accounting policies

Basis of preparation

The Company prepares its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (US GAAP). The condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the periods presented.

Unaudited condensed consolidated financial statements

The condensed consolidated balance sheet as of March 31, 2026, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, the condensed consolidated statements of shareholders’ equity for the three months ended March 31, 2026 and 2025, and the condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025, are unaudited. The financial data and other information disclosed in these notes to the consolidated financial statements related to March 31, 2026, and the three months ended March 31, 2026 and 2025, are also unaudited. The accompanying condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated financial statements included in the Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission on March 5, 2026.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company’s financial position as of March 31, 2026, and the results of its operations and cash flows for the three months ended March 31, 2026 and 2025. The results for the three months ended March 31, 2026, are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any other period or for any future year and should be read in conjunction with the annual consolidated financial statements included in the Annual Report.

Use of estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, assumptions related to the determination of expected credit losses, and the valuation of stock options. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

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Recent Accounting Pronouncements

In January 2026, the Company adopted ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The Company elected the practical expedient to assume that current conditions as of the balance-sheet date remain unchanged for the remaining life of its current accounts receivable and contract assets. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

3	Trade and other receivables, net

Trade receivables and other receivables, net, as of March 31, 2026 and December 31, 2025 consists of the following:


	March 31,	December 31,
	2026	2025
	$	$
Trade receivables, gross	9,501	7,621
Contract assets, gross	379	386
Trade receivables and contract assets	9,880	8,007
Allowance for expected credit losses	(919)	(898)
Trade receivables, net	8,961	7,109
Tax receivables	436	311
Other receivables	176	80
Total trade and other receivables, net	9,573	7,500
Less: Current portion	9,423	7,200
Long-term portion	150	300

The activity in the allowance for expected credit losses for trade receivables and contract assets was as follows:


	March 31,	December 31,
	2026	2025
	$	$
Balance - Beginning of the period	898	158
Provision for allowance for expected credit losses	21	740
Balance - End of the period	919	898

4	Inventory

Inventory as of March 31, 2026 and December 31, 2025 consists of the following:


	March 31,	December 31,
	2026	2025
	$	$
Finished goods	5,111	5,280
Raw materials	3,890	2,958
Inventory	9,001	8,238

During the three months ended March 31, 2026, $1,433 (three months ended March 31, 2025 - $660) of inventory was recognized in cost of sales.

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5	Property and equipment, net

The major components of property and equipment, net, as of March 31, 2026 and December 31, 2025 consist of the following:


	March 31,		December 31,
	2026		2025
	$		$
Leasehold improvements	542		542
Equipment	176		176
Equipment under operating lease	1,565		1,571
Total	2,283		2,289
Accumulated depreciation	(1,601)		(1,591)
Property and equipment, net	682		698

Depreciation expense for the three months ended March 31, 2026 was $93 (three months ended March 31, 2025 - $116). During the three months ended March 31, 2026, the Company sold $83 (three months ended March 31, 2025 - $78) of equipment under operating lease to a customer.

6	Intangible assets

The major components of intangible assets as of March 31, 2026 and December 31, 2025 consist of:


				March 31, 2026						December 31, 2025
				$						$
		Weighted
		Average
		Remaining				Accumulated						Accumulated
		Useful		Gross		Amortization		Net		Gross		Amortization		Net
		Lives		Carrying		and		Carrying		Carrying		and		Carrying
		(Years)		Amount		Impairments		Amount		Amount		Impairments		Amount
Exclusive license agreement		3.4		231		(164)		67		231		(158)		73
Software		—		978		(978)		—		978		(978)		—
Distribution rights		14.6		66		(4)		62		66		(1)		65
				1,275		(1,146)		129		1,275		(1,137)		138

The Company has a license agreement (the license) with Sunnybrook Health Sciences Centre (Sunnybrook), pursuant to which Sunnybrook licenses to the Company certain intellectual property and exclusively licensed-in rights that enable the Company to use Sunnybrook’s technology for MRI-guided trans-urethral ultrasound therapy. The Company has the option to acquire rights to improvements to the relevant technology and intellectual property. If the Company fails to comply with any of its obligations or otherwise breaches this agreement, Sunnybrook may have the right to terminate the license.

7	Accrued expenses and other current liabilities

Accrued expenses and other current liabilities, as of March 31, 2026 and December 31, 2025 consist of the following:


	March 31,		December 31,
	2026		2025
	$		$
Accrued employee compensation	1,704		2,347
Clinical trials	669		524
Other general accruals	1,016		944
Accrued expenses and other current liabilities	3,389		3,815

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8	Long-term debt

On March 3, 2025, the Company entered into an amended and restated credit agreement (the “CIBC Credit Agreement”), with Canadian Imperial Bank of Commerce (“CIBC”) which amended the terms of the CIBC Loan and the existing long-term debt provided under the Original CIBC Credit Agreement was repaid with proceeds from a new revolving line of credit provided by CIBC to Profound. This was accounted for as a modification of debt whereby a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. The line of credit bears interest at the Wall Street Journal Prime Rate subject to a floor of 6.25%. The CIBC Credit Agreement contains financial covenants whereby unrestricted cash is at all times greater than EBITDA for the most recent nine-month period, reported on a monthly basis and that revenue for the 12 month period must be 15% greater than revenue for the same time period in the prior fiscal year, reported on a quarterly basis. The obligations are secured by, inter alia, a general security agreement over the assets and the assets of the Company’s subsidiaries. The revolving line of credit matures on March 3, 2027 and provides an option to the Company to increase the amount of the revolving commitment by $5,000 within 18 months from March 3, 2025, subject to achieving a minimum trailing 12 month revenue exceeding $15,000. The exercise of the option would result in the size of the revolving commitment increasing from $10,000 to a maximum of $15,000. Additionally, the CIBC Credit Agreement provides that Profound may request a one-time increase in the principal amount of the revolving line of credit up to a maximum amount of $10,000, which is subject to the approval of CIBC in its sole discretion.

On September 30, 2025, an amendment to the CIBC Credit Agreement resulted in a change to one of the financial covenants. The amended covenant is that unrestricted cash must at all times be the greater of: (i) to the extent that EBITDA is a negative number or loss for the most recent six-month period, the amount of such loss, or (ii) $10,000, reported on a monthly basis. The Company is in compliance with these financial covenants as of March 31, 2026. Future compliance with the financial covenants included in the CIBC Credit Agreement is dependent upon achieving certain revenue, EBITDA, and anticipated unrestricted cash levels.


		March 31,		December 31,
		2026		2025
		$		$
Balance - Beginning of period		4,499		4,661
Interest expense		80		394
Interest paid		(75)		(331)
Foreign exchange		(1)		65
Repayment		—		(290)
Balance - End of period		4,503		4,499
Less: Current portion		4,503		—
Long-term portion		—		4,499

9	Leases

Leases where the Company is the Lessee

The Company leases certain office premises. In January 2026, the Company entered into a lease modification agreement that extended the lease term and modified the payment schedule. This modification did not provide the Company with additional right-of-use assets and therefore was accounted for as a modification of an existing operating lease, resulting in a remeasurement of the related operating lease liability using an updated incremental borrowing rate and a corresponding adjustment to the right-of-use asset. The extension commences October 1, 2026, with fixed payment structures expiring in 2033. Lease liabilities and corresponding right-of-use assets were recognized based on the present value of future lease payments.

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Lease expense for the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
	2026	2025
	$	$
Operating lease costs	119	58
Total lease costs	119	58

Other information related to operating leases is as follows:


	Three Months Ended March 31,
	2026		2025
Cash paid from operating cash flows for amounts included in the measurement of lease liabilities	72		69
Weighted average remaining lease term	7.5 years		0.75 years
Weighted average discount rate	5.50	%	5.99	%

Maturities of the operating lease liabilities and minimum payments for operating leases having initial or remaining noncancellable terms in excess of one year as of March 31, 2026 were as follows:


2026		142
2027		384
2028		507
2029		522
2030		538
Thereafter		1,562
Total		3,655
Less: Imputed interest		695
Present value of remaining lease payments		2,960
Less: Current portion		68
Non-current portion		2,892

10	Share capital

Common shares

The Company is authorized to issue an unlimited number of common shares.


		March 31,		December 31,
		2026		2025
Issued and outstanding (with no par value)		$		$
36,337,637 (December 31, 2025 – 36,293,640) common shares		324,163		323,839

Voting Power

Except as otherwise required by law, the holders of common shares possess all voting power for the election of the Company’s directors and all other matters requiring shareholder action. Holders of common shares are entitled to one vote per share on matters to be voted on by shareholders.

Dividends

Holders of common shares will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.

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Liquidation, Dissolution and Winding Up

In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to shareholders, after the rights of the creditors have been satisfied.

11	Share-based payments

Share options

Effective May 20, 2020, the Company adopted amendments to the share option plan (the Share Option Plan). The maximum number of common shares reserved for issuance under the share option plan and the long-term incentive plan is 4,719,473 common shares or such other number as may be approved by the holders of the voting shares of the Company.

As of March 31, 2026, 2,198,983 (December 31, 2025 – 2,142,522) options were outstanding. Each share option granted allows the holder to purchase one common share, at an exercise price not less than the lesser of the closing trading price of the common shares on the TSX (or other exchange where the common shares are listed), on the date a share option is granted and the volume-weighted average price of the common shares for the five trading days immediately preceding the date the share option is granted. Share options granted under the Share Option Plan generally have a maximum term of ten years and vest over a period of up to four years.

A summary of the share option activity during the period presented and the total number of share options outstanding as of those dates are set forth below:


			Weighted average
	Number		exercise price
	of options		C$
Balance - December 31, 2025	2,142,522		13.53
Granted	72,000		7.58
Forfeited/expired	(15,539)		11.86
Balance - March 31, 2026	2,198,983		13.35
Exercisable - March 31, 2026	1,459,203		14.87
Expected to vest - March 31, 2026	2,198,983		13.35

The Company estimated the fair value of the share options granted during the period using the Black-Scholes option pricing model with the weighted average assumptions below. The Company estimated the expected future stock price volatility for its common stock by using its historical volatility based on daily price observations for the most recent historical period equal to the length of the instrument’s expected life of options.


		March 17,
Grant date		2026
Exercise price		C$7.58
Expected volatility		68	%
Expected life of options		6 years
Risk-free interest rate		3.00	%
Dividend yield		—

The weighted average grant date fair values of share options granted for the three months ended March 31, 2026 were C$5.13 (three months ended March 31, 2025 - C$6.32).

Long-term incentive plan

Effective May 17, 2023, the Company adopted the amended long term incentive plan (the LTIP). The LTIP is an incentive-based equity compensation plan that provides for the grant of restricted share units (the RSUs) and deferred share units (the DSUs, together with the RSUs, the Units). The maximum number of units which may be reserved for issuance under this LTIP in respect of grants of RSUs and DSUs shall not exceed 4.9% of the issued and outstanding common shares on a non-diluted basis, provided that, the maximum number of shares which may be reserved for issuance pursuant to all of the Company’s

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security-based compensation arrangements shall not in the aggregate exceed 13% of the issued and outstanding common shares on a non-diluted basis. The Company may grant Units to officers, directors or employees of the Company. Each Unit represents the right to receive one common share in accordance with the terms of the LTIP. The number of Units granted at any particular time will be calculated by dividing the dollar amount of such grant by the market value of a common share on the applicable grant date, which is equal to the volume weighted average trading price of all common shares traded on the TSX (or other exchange where the common shares are listed) for the five trading days immediately preceding such date. RSUs and DSUs granted under the LTIP vest over a period of up to three years.

The following table summarizes RSUs activities:


				Weighted
				average grant
				date fair value
		Number of		per share
		RSUs		C$
Balance - December 31, 2025		859,335		9.23
Granted		76,000		8.02
Vested		(33,997)		10.52
Forfeited		(29,167)		9.26
Balance - March 31, 2026		872,171		9.07

A summary of the DSUs changes during the period are set forth below:


				Weighted
				average grant
				date fair value
		Number of		per share
		DSUs		C$
Balance - December 31, 2025		135,490		9.39
Vested		(10,000)		9.41
Forfeited		(17,098)		9.37
Balance - March 31, 2026		108,392		9.39

Share-based compensation expense

The following table presents the components and classification of share-based compensation recognized for share options, RSUs, and DSUs for the three months ended March 31, 2026 and 2025:


		Three Months Ended March 31,
		2026		2025
		$		$
Share options		352		633
RSUs		683		242
DSUs		13		114
Share-based compensation		1,048		989

Cost of sales		7		3
Research and development		203		273
Selling, general and administrative		838		713
Share-based compensation		1,048		989

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12	Revenue

The following table provides information about disaggregated revenue by products and services:


		Three Months Ended March 31,
		2026		2025
		$		$
Timing of transfer of control
Point in time revenue		5,142		2,447
Service revenue recognized over time		195		174
		5,337		2,621

13	Loss per share

The following table shows the calculation of basic and diluted loss per share:


	Three Months Ended March 31,
	2026		2025
	$		$
Net loss for the period	$	7,053	$	10,724
Weighted average number of common shares		36,297,684		30,041,735
Basic and diluted loss per share	$	0.19	$	0.36

The computation of diluted loss per share is equal to the basic loss per share due to the anti-dilutive effect of the share options, RSUs and DSUs. Of the 2,198,983 (March 31, 2025 – 2,111,036) share options, 872,171 (March 31, 2025 – 538,954) RSUs, and 108,392 (March 31, 2025 – 91,670) DSUs that are not included in the calculation of diluted loss per share for the three months ended March 31, 2026, 1,459,203 (March 31, 2025 – 1,174,052) were exercisable.

14	Segment reporting

The Company’s operations are categorized into one industry segment, which is medical technology focused on magnetic resonance guided ablation procedures for the treatments to ablate the prostate gland, uterine fibroids, osteoid osteoma and nerves for palliative pain relief for patients with metastatic bone disease. The CODM regularly reviews the operating results of the Company on a consolidated basis as part of making decisions for allocating resources and evaluating performance. Further, the CODM is regularly provided with the consolidated expenses as noted on the consolidated statements of operations and comprehensive loss.

The following tables represent total revenue by geographic area, based on the location of the reporting entity for the three months ended March 31, 2026 and 2025, respectively:


	For the three months ended March 31, 2026
	Canada	USA	Germany	Total
	$	$	$	$
Revenue
Recurring - non-capital	1,485	839	150	2,474
Capital equipment	2,086	777	—	2,863
	3,571	1,616	150	5,337


	For the three months ended March 31, 2025
	Canada	USA	Germany	Total
	$	$	$	$
Revenue
Recurring - non-capital	282	1,293	226	1,801
Capital equipment	570	250	—	820
	852	1,543	226	2,621

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The following tables represent other geographic information for the three months ended March 31, 2026 and the year ended December 31, 2025:


	For the period ended March 31, 2026
	Canada	USA	Germany	China	Finland	Total
	$	$	$	$	$	$
Total assets	61,449	7,393	1,157	108	3,349	73,456
Intangible assets	129	—	—	—	—	129
Property and equipment	27	491	—	—	164	682
Right-of-use assets	2,897	—	—	—	—	2,897
Amortization of intangible assets	7	—	—	—	—	7
Depreciation of property and equipment	15	66	—	—	12	93


	For the year ended December 31, 2025
	Canada	USA	Germany	China	Finland	Total
	$	$	$	$	$	$
Total assets	63,046	9,791	1,243	137	3,258	77,475
Intangible assets	138	—	—	—	—	138
Property and equipment	41	481	—	—	176	698
Right-of-use assets	184	—	—	—	—	184
Amortization of intangible assets	187	—	—	—	—	187
Depreciation of property and equipment	51	322	—	—	—	373

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Quarterly Report on Form 10-Q, the “Company”, the “Registrant”, “we” or “us” refer to Profound Medical Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear elsewhere in this report. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, assumptions and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the Risk Factors section of the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2026, and elsewhere in this report under “Part II, Other Information—Item 1A, Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies and operations, financing plans, potential growth opportunities, potential market opportunities, potential results of our development efforts or trials, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s plans, estimates, assumptions and beliefs only as of the date of this report. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Unless stated otherwise, all references to “$” are to United States dollars in thousands and all references to “C$” are to Canadian dollars in thousands.

Overview

We are a commercial-stage medical device company focused on the development and marketing of AI-powered, MRI-guided, incision-free therapies for the ablation of diseased tissue utilizing our platform technologies and leveraging the healthcare system’s existing imaging infrastructure. Our lead product (the “TULSA-PRO system”) combines real-time MRI, robotically driven transurethral sweeping-action thermal ultrasound with closed-loop temperature feedback control for the ablation of prostate tissue. The product is comprised of one-time-use devices and capital equipment that are used in conjunction with a customer’s existing MRI scanner.

We are commercializing TULSA-PRO, a technology that combines real-time MRI, robotically-driven transurethral ultrasound and closed-loop temperature feedback control. The TULSA procedure, performed using the TULSA-PRO system, has the potential of becoming a mainstream treatment modality across the entire prostate disease spectrum; ranging from low-, intermediate-, or high-risk prostate cancer; to hybrid patients suffering from both prostate cancer and benign prostatic hyperplasia (“BPH”); to men with BPH only; and also, to patients requiring salvage therapy for radio-recurrent localized prostate cancer. TULSA employs real-time MR guidance for pixel-by-pixel precision to preserve prostate disease patients’ urinary continence and sexual function, while killing the targeted prostate tissue via a precise sound absorption technology that gently heats it to kill temperature (55-57°C). TULSA is an incision- and radiation-free “one-and-done” procedure performed in a single session that takes a few hours. Virtually all prostate shapes and sizes can be safely, effectively, and efficiently treated with TULSA. There is no bleeding associated with the procedure; no hospital stay is required; and most TULSA patients report quick recovery to their normal routine. TULSA-PRO is CE marked, Health Canada approved, and 510(k) cleared by the U.S. Food and Drug Administration (“FDA”).

We are 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 National Medical Products Administration for the non-invasive treatment of uterine fibroids and has FDA approval under a Humanitarian Device Exemption for the treatment of osteoid osteoma. We are 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.

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Results of Operations

Comparison of Three Months Ended March 31, 2026 and 2025

The following selected financial information as of and for the three months ended March 31, 2026 and 2025 have been derived from the unaudited consolidated financial statements and should be read in conjunction with those unaudited consolidated financial statements and related notes.


		For the three months ended March 31,
		2026		2025
		$		$
Revenue		5,337		2,621
Operating expenses		11,853		13,019
Other (income) expense		(993)		(483)
Net loss for the period		7,053		10,724
Basic and diluted loss per share		0.19		0.36


		For the three months ended March 31,
		2026		2025		Change
		$		$		$		%
Revenue		5,337		2,621		2,716		104	%
Cost of sales		1,505		768		737		96	%
Gross profit		3,832		1,853		1,979		107	%
Gross margin		72	%	71	%

Expenses
Research and development		5,262		4,808		454		9	%
Selling, general and administrative		6,591		8,211		(1,620)		(20)	%
Total operating expenses		11,853		13,019		(1,166)		(9)	%

Other (income) expense
Net finance (income) expense		(377)		(445)		68		(15)	%
Net foreign exchange (gain) loss		(616)		(38)		(578)		1,521	%
Total other (income) expense		(993)		(483)		(510)		106	%

Net loss before income taxes		7,028		10,683		(3,655)		(34)	%

Income taxes		25		41		(16)		(39)	%

Net loss attributed to shareholders for the period		7,053		10,724		(3,671)		(34)	%

Other comprehensive (income) loss
Item that may be reclassified to profit or loss
Foreign currency translation adjustment		1,005		(103)		1,108		(1,076)	%
Net loss and comprehensive loss for the period		8,058		10,621		(2,563)		(24)	%

Loss per share
Basic and diluted net loss per common share		0.19		0.36		(0.17)		(47)	%
Basic and diluted weighted average common share outstanding		36,297,684		30,041,735

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Key Components of Our Results of Operations

Revenue

We deploy a hybrid revenue business model in the United States to market TULSA-PRO by charging for the system separately as capital and an additional charge for the one-time-use devices. The Sonalleve product is marketed primarily outside North America deploying a one-time capital sales model with limited recurring service revenue. Outside of North America, we generate most of our revenues from our system sales (both TULSA-PRO and Sonalleve) in Europe and Asia where we deploy a hybrid business model, charging for the system separately as capital and an additional charge for the one-time-use devices. Revenue is comprised of (a) recurring – non-capital revenue, which consists of the sale of one-time-use devices and services associated with extended warranties and (b) capital equipment, which is the one-time sale of capital equipment and the lease of capital equipment.

For the three months ended March 31, 2026, we recorded revenue totaling $5,337, consisting of $2,863 from the one-time sale of capital equipment and $2,474 from recurring – non-capital revenue. For the three months ended March 31, 2025, we recorded revenue of $2,621, consisting of $820 from the one-time sale of capital equipment and $1,801 from recurring – non-capital revenue. The increase of $2,716, or 104%, in revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was the result of higher recurring revenue and capital sales in the United States and overseas during the first quarter of 2026.

Cost of Sales

Cost of sales primarily includes the cost of finished goods, depreciation of equipment under lease, inventory write-downs, royalties, warranty expenses, freight and direct overhead and labor expenses necessary to acquire or manufacture the finished goods.

For the three months ended March 31, 2026, we recorded a cost of sales of $1,505, related to the sale of medical devices, capital and non-capital, which reflects a 72% gross profit. For the three months ended March 31, 2025, we recorded a cost of sales of $768, related to the sale of medical devices, capital and non-capital, which reflects a 71% gross profit. The increase of $737, or 96%, in cost of sales for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was the result of a different product combination whereby more capital equipment was sold which contains a higher margin. The gross profit was higher in the three months ended March 31, 2026 by $1,979, or 107%, due to growth in the number of capital systems sold.

Operating Expenses

Operating expenses consist of two components: research and development (“R&D”) and selling, general and administrative (“SG&A”).

R&D Expenses

R&D expenses are comprised of costs incurred in performing R&D activities, including new product development, continuous product improvement, investment in clinical trials and related clinical manufacturing costs, materials and supplies, salaries and benefits, consulting fees, patent procurement costs, and occupancy costs related to R&D activity.

For the three months ended March 31, 2026, R&D expenses increased by $454, or 9%, to $5,262 compared to $4,808 for the three months ended March 31, 2025. The increase in R&D expenses was largely due to increased headcount, travel expenditures and higher consulting expenditures due to spending on R&D initiatives to reduce design costs and improve quality and efficiencies with our products. Offsetting these costs were a reduction in clinical trial costs due to CAPTAIN trial enrollment completion. These expenses promote the ongoing development and improvement of the products while further strengthening the commitment to a reliable and customizable product.

SG&A expenses

Selling, general and administrative expenses are comprised of business development costs related to the market development activities and commercialization of our systems, including salaries and benefits, marketing support functions, occupancy costs, insurance, various management and administrative support functions and other miscellaneous marketing and management costs.

SG&A expenses for the three months ended March 31, 2026 decreased by $1,620, or 20%, to $6,591 compared to $8,211 for the three months ended March 31, 2025. The decrease in SG&A was primarily due to decreased salaries, sales force and commission

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payments, a reduction in consulting fees and travel expenses and overall discount in our insurance premiums for the same coverage from prior year.

Net finance (income) expense

Net finance (income) expense is primarily comprised of the following: (i) the CIBC Credit Agreement (as defined herein) accreting to the principal amount repayable and its related interest expense; and (ii) interest income from cash.

Net finance (income) expense decreased by $68 to $(377) during the three months ended March 31, 2026, compared to $(445) during the three months ended March 31, 2025. The decrease in net finance (income) expense was primarily due to decrease in interest income from cash.

Net foreign exchange (gain) loss

Net foreign exchange (gain) loss is primarily comprised of the change in the foreign exchange rates for the Company’s foreign currency denominated cash, trade receivables and accounts payable (non-USD).

Net foreign exchange (gain) loss increased by $(578) to $(616) during the three months ended March 31, 2026, compared to $(38) during the three months ended March 31, 2025. The increase in net foreign exchange (gain) loss was primarily due to increase in the EUR and CAD currency rates.

Liquidity and Capital Resources

As of March 31, 2026, we had cash of $50,295 compared to $59,723 as of December 31, 2025. Historically, our primary source of cash has been financing activities, e.g., equity offerings as well as the CIBC Loan (as defined below).

Based on our current operating plans, we expect that our existing cash and sales of our products and services will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the issuance of these unaudited consolidated financial statements. During that time, we expect that our expenses will increase, primarily due to the continued commercialization of TULSA-PRO and Sonalleve. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

Use of Proceeds

2025 Offering and non-brokered private placement

We received net proceeds of $40,801 from the Public Offering and Private Placement completed in December 2025. We intend to use net proceeds from the Public Offering and Private Placement to fund the continued commercialization of the TULSA-PRO system in the United States, the continued development and commercialization of the TULSA-PRO system and the Sonalleve system globally and for working capital and general corporate purposes. In addition, there have been no material adjustments to the cost or timing of the business objective previously disclosed in such prospectus supplement.


		Total spending of proceeds
		from the 2025 Public
		Offering as of
		March 31, 2026
		$
TULSA-PRO commercialization		7,178
Sonalleve development and commercialization		1,769
Working capital and general corporate purposes		2,906
Total		11,853

CIBC Loan

On March 3, 2025, we entered into an amended and restated credit agreement (the “CIBC Credit Agreement”) with Canadian Imperial Bank of Commerce (“CIBC”), which amended the terms of the loan with CIBC (the “CIBC Loan”) and the existing long-term

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debt provided under the original credit agreement with CIBC was repaid with proceeds from a new revolving line of credit provided by CIBC to us. The line of credit bears interest at the Wall Street Journal Prime Rate subject to a floor of 6.25%. The CIBC Credit Agreement contains certain financial covenants, and the obligations thereunder are secured by, inter alia, a general security agreement over our assets and the assets of our subsidiaries. The revolving line of credit matures on March 3, 2027 and provides an option to increase the amount of the revolving commitment by $5,000 within 18 months from March 3, 2025, subject to achieving a minimum trailing 12 month revenue exceeding $15,000. The exercise of the option would result in the size of the revolving commitment increasing from $10,000 to a maximum of $15,000. Additionally, the CIBC Credit Agreement provides that we may request a one-time increase in the principal amount of the revolving line of credit up to a maximum amount of $10,000, which is subject to the approval of CIBC in its sole discretion.

On September 30, 2025, an amendment to the CIBC Credit Agreement resulted in a change to one of the financial covenants. The amended covenant is that unrestricted cash must at all times be the greater of: (i) to the extent that EBITDA is a negative number or loss for the most recent six-month period, the amount of such loss, or (ii) $10,000, reported on a monthly basis. We are in compliance with these financial covenants as of March 31, 2026. Future compliance with the financial covenants included in the CIBC Credit Agreement is dependent upon achieving certain revenue, EBITDA, and anticipated unrestricted cash levels.

Cash Flows

The following table summarizes our cash flows for each of the periods presented (in thousands):


	Three months ended March 31,
	2026		2025
	$		$
Cash provided by (used in) operating activities	(8,584)		(8,283)
Cash provided by (used in) financing activities	—		(290)
Foreign exchange on cash	(844)		94
Net increase (decrease) in cash	(9,428)		(8,479)

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $(8,584). The principal use of the operating cash flows during the period related to a net loss of $7,054 and an increase in net operating assets and liabilities of $2,733 and an increase in non-cash charges of $1,203. The cash used in operating expenses was primarily due to the increased efforts supporting the commercialization and expansion of our products. This resulted in an increase in headcount, travel and marketing fees. Non-cash charges consisted primarily of share-based compensation, amortization and depreciation.

Net cash used in operating activities for the three months ended March 31, 2025 was $(8,283). The principal use of the operating cash flows during the period related to a net loss of $10,724 and an increase in net operating assets and liabilities of $1,250 and an increase in non-cash charges of $1,191. The cash used in operating expenses was primarily due to the increased efforts supporting the commercialization and expansion of our products. This resulted in an increase in headcount, travel, clinical trial costs and marketing fees. Non-cash charges consisted primarily of share-based compensation, amortization and depreciation.

Financing Activities

Net cash provided by (used in) financing activities for the three months ended March 31, 2026 was $nil.

Net cash provided by (used in) financing activities for the three months ended March 31, 2025 was $(290) from the repayments of long-term debt principal.

Foreign Exchange on Cash

Cash was impacted by the change in the foreign exchange rates for the Company’s foreign currency denominated cash (non-USD). The value of our currencies decreased, resulting in a decrease in our cash holdings.

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Funding Requirements

We manage liquidity risk by monitoring actual and projected cash flows. A cash flow forecast is performed regularly to ensure that we have sufficient cash to meet our operational needs while maintaining sufficient liquidity. Our cash requirements depend on numerous factors, including market acceptance of our products, the resources devoted to developing and supporting the products and other factors. We expect to continue to devote substantial resources to expand procedure adoption and acceptance of our products.

We may require additional capital to fund R&D activities and any significant expansion of operations. Potential sources of capital could include equity and/or debt financings, development agreements or marketing agreements, the collection of revenue resulting from future commercialization activities and/or new strategic partnership agreements to fund some or all costs of development. There can be no assurance that we will be able to obtain the capital sufficient to meet any or all of our needs. The availability of equity or debt financing will be affected by, among other things, the results of R&D, our ability to obtain regulatory approvals, the market acceptance of our products, the state of the capital markets generally, strategic alliance agreements and other relevant commercial considerations. In addition, if we raise additional funds by issuing equity securities, existing security holders will likely experience dilution, and any incurring of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict operations. Any failure on our part to raise additional funds on terms favorable to us or at all may require us to significantly change or curtail current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in us not being in a position to take advantage of business opportunities, in the termination or delay of clinical trials for our products, in curtailment of product development programs designed to identify new products, in the sale or assignment of rights to technologies, product and/or an inability to file market approval applications at all or in time to competitively market products.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies since December 31, 2025. For a description of critical accounting policies that affect our significant judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K dated March 5, 2026.

Recent Accounting Pronouncements

See Note 2 to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

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Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2026, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. You should read this description of our controls and procedures together with “Item 9A. Controls and Procedures” included in our Annual Report on Form 10-K, which was filed with the SEC on March 5, 2026.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as identified in connection with evaluation required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be subject to legal proceedings. We are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 5, 2026 (the “2025 Annual Report”). There have been no material changes to the risk factors described in the 2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

Rule 10b5-1 Trading Plans

During the three months ended March 31, 2026, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits.

Exhibit Number		Exhibit Description		Filed with this Report		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/Reg. Number
3.1		Articles of Incorporation				Form S-8 (Exhibit 4.1)		11/7/2019		333-234574
3.2		Articles of Amendment				Form S-8 (Exhibit 4.2)		11/7/2019		333-234574
3.3		Articles of Amalgamation				Form S-8 (Exhibit 4.3)		11/7/2019		333-234574
3.4		Bylaws				Form S-8 (Exhibit 4.4)		11/7/2019		333-234574
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
32†		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X
101.INS		Inline XBRL Instance Document		X
101.SCH		Inline XBRL Taxonomy Extension Schema Document		X
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document		X
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document		X
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document		X
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document		X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)		X

† The certifications attached as Exhibit 32 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of such Form 10-Q), irrespective of any general incorporation language contained in such filing.

	PROFOUND MEDICAL CORP.

Date: May 7, 2026	By:	/s/ Arun Menawat
		Name: Arun Menawat
		Title: Chief Executive Officer
		(Principal Executive Officer)

Date: May 7, 2026	By:	/s/ Rashed Dewan
		Name: Rashed Dewan
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)


		Page
PART I.	Financial Information
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	2
	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	Other Information	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
Signatures		23