Promis Neuroscie SEC Filings

ProMIS Neurosciences Inc. reported the results of a special shareholder meeting held on November 17, 2025. Shareholders voted on a proposal to authorize a share consolidation of the company’s common shares at a ratio ranging from one-for-five up to one-for-twenty-five, with the exact ratio and timing within one year left to the Board of Directors’ discretion. Of the 53,811,110 common shares outstanding as of the record date, 24,328,153 shares, or about 45.21%, were present or represented by proxy.

The share consolidation proposal received 21,331,321 votes for, 2,939,187 votes against, and 57,645 abstentions, indicating strong support among participating shareholders. A second proposal, allowing adjournment of the meeting to solicit additional proxies if needed, also passed with 22,256,277 votes for, 1,786,586 votes against, and 285,290 abstentions, although the primary consolidation proposal was already approved.

ProMIS Neurosciences Inc. reported Q3 2025 results, highlighting larger R&D investment and recent financings. The company posted a net loss of $11.6 million for the quarter and $29.0 million year-to-date. Total operating expenses were $11.8 million in Q3, driven mainly by PMN310 development costs. Cash was $15.4 million at September 30, 2025, with net cash used in operations of $18.8 million for the nine months.

Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern. To bolster liquidity, ProMIS raised gross proceeds of $21.6 million in July 2025 through discounted warrant exercises, new warrants in private placements, and a registered direct pre-funded warrant sale, plus $0.7 million net via an at-the-market offering. Common Shares outstanding were 53,811,110 as of September 30, 2025, and also reported as outstanding as of November 12, 2025.

ProMIS Neurosciences Inc. filed a Form 8-K to furnish its latest financial update. The company reported that a press release detailing its financial condition and results for the three and nine months ended September 30, 2025 has been made available. The release is posted on the company’s website under Investors/Financial Results and is included as Exhibit 99.1.

The filing lists the company’s common shares trading on The Nasdaq Capital Market under the symbol PMN. The press release is dated November 12, 2025 and is incorporated by reference under Item 2.02 (Results of Operations and Financial Condition).

ProMIS Neurosciences (PMN) reported an insider equity award on a Form 4. A director received an option to purchase 40,000 common shares at an exercise price of $0.45 per share on 10/22/2025, expiring on 10/22/2035. The option itself was granted for $0.

The filing states that 25% of the option vested on the grant date, with the remainder vesting in 36 equal monthly installments, subject to continued service. Following the transaction, 40,000 derivative securities were beneficially owned. The form was filed by more than one reporting person, and it notes that any proceeds from the sale of shares upon exercise will be remitted to Ally Bridge MedAlpha Master Fund L.P.

ProMIS Neurosciences (PMN) director filed a Form 3 reporting indirect holdings. The filing lists 6,058,738 common shares beneficially owned indirectly, held of record by Ally Bridge MedAlpha Master Fund L.P. The reporting person is a director and an employee of Ally Bridge Group (NY) LLC and disclaims beneficial ownership except to any pecuniary interest.

Derivative holdings include warrants for 7,348,604 common shares at $1.25 expiring 07/29/2030 and warrants for 1,066,674 common shares at $1.75 expiring 02/28/2029. The filing also lists additional warrants including tranches exercisable at $0.01; for those marked “(2)”, the warrants will expire when exercised in full.

The event date is 10/22/2025, and the ownership is reported as indirect (I) with the nature of ownership described in the footnote.

ProMIS Neurosciences (PMN) appointed Slanix Paul Alex, Pharm.D., to its Board of Directors effective October 22, 2025. The Board determined he is independent under Nasdaq listing standards, and committee compositions remain unchanged. Dr. Alex is President and Portfolio Manager for the Public Equity strategy at Ally Bridge Group, with prior investing and research roles at Tri Locum Partners, Consonance Capital, RBC, and Credit Suisse. He holds a Pharm.D. from St. John’s University and is a licensed pharmacist.

Under the company’s non-employee director compensation policy, Dr. Alex received an option to purchase 40,000 common shares, vesting 25% at grant with the balance vesting ratably over 36 months, and an annual cash fee of $40,000. Beginning with the 2026 annual meeting, he will be eligible for an additional option to purchase 20,000 shares each year, vesting on the earlier of the one-year anniversary or the next annual meeting. Per Ally Bridge Group’s governance policy, his equity awards and cash compensation are attributed to Ally Bridge MedAlpha Master Fund L.P.

Insider purchase recorded by ProMIS Neurosciences (PMN). On 10/03/2025 Max A. Milbury, an officer serving as Principal Accounting Officer, acquired 30,392 common shares at $0.4912 per share. After the purchase he beneficially owned 45,389 shares. The Form 4 filed and signed on 10/06/2025 reports the transaction as a purchase by one reporting person and shows the ownership as direct. The filing supplies transaction price, share count, role of the reporting person, and post-transaction holdings.

ProMIS Neurosciences Inc. is seeking shareholder approval at a virtual Special Meeting for a proposed share consolidation (reverse split). Holders of record as of September 26, 2025 may attend online via a unique link after registration; materials are available at www.proxyvote.com and www.sedarplus.ca. Approval of Proposal No. 1 requires 66 2/3% of votes cast, and the Board unanimously recommends a vote FOR. The statement warns the consolidation will reduce the number of outstanding shares and the stated capital attributed to Common Shares, and will retroactively increase per‑share net loss for prior periods. The proxy explains voting mechanics, broker voting rules, and basic U.S. and Canadian tax considerations for shareholders.

Jeremy M. Sclar 2012 Irrevocable Family Trust reported a series of warrant exercises and a warrant purchase in ProMIS Neurosciences (PMN). On 07/25/2025 the JS Trust exercised three tranches of purchase warrants, each for 697,674 common shares, for a total of 2,093,022 shares, at an agreed exercise price of $0.83518 per share instead of the original scheduled prices of $2.02 and $2.50. Following those exercises the Trust reported beneficial ownership totals rising in steps to 3,710,459 shares. On 07/29/2025 the Trust acquired a new warrant to purchase 3,139,533 common shares at $1.25 per share (the warrant was purchased at $0.1875 per underlying share and expires in five years).