SEC Form SC 13G/A filed by Profound Medical Corp. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
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Profound Medical Corp. |
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(Name of Issuer) |
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Common Shares, no par value |
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(Title of Class of Securities) |
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74319B502 |
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(CUSIP Number) |
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March 7, 2024 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 74319B502
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Don R. Daseke | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| United States | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 0 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,105,000 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 0 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,105,000 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,105,000 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 4.5% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 2 |
CUSIP No. 74319B502
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Barbara S. Daseke | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| United States | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 0 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 1,105,000 | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 0 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 1,105,000 | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 1,105,000 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 4.5% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 3 |
CUSIP No. 74319B502
| Item 1(a). | Name of Issuer: |
Profound Medical Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
2400 Skymark Avenue
Unit 6
Mississauga, Ontario L4W 5K5
| Item 2(a). | Name of Person Filing: |
This statement is filed by Don R. Daseke and Barbara S. Daseke. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on January 11, 2024, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the Reporting Persons is 7901 Windrose Ave., Unit 1504, Plano, Texas 75024.
| Item 2(c). | Citizenship: |
Each of the Reporting Persons is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Shares, no par value (the “Shares”)
| Item 2(e). | CUSIP Number: |
74319B502
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CUSIP No. 74319B502
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| /x/ | Not applicable. | ||
| (a) | / / | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | / / | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | / / | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | / / | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | / / | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | / / | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | / / | Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). | |
| (k) | / / | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
As of March 7, 2024, the Reporting Persons beneficially owned 1,105,000 Shares.
| (b) | Percent of class: |
The aggregate percentage of Shares reported owned herein is based upon 24,428,899 Shares outstanding as of March 7, 2024, as reported in Exhibit 99.1 to the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on March 7, 2024.
As of March 7, 2024, the Reporting Persons beneficially owned approximately 4.5% of the outstanding Shares.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Cover Pages Items 5-9.
| (ii) | Shared power to vote or to direct the vote: |
See Cover Pages Items 5-9.
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CUSIP No. 74319B502
| (iii) | Sole power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Cover Pages Items 5-9.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Report Persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following box [X].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on January 11, 2024.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
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CUSIP No. 74319B502
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: March 13, 2024
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/s/ Don R. Daseke | |
| Don R. Daseke |
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/s/ Barbara S. Daseke | |
| Barbara S. Daseke |
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