[8-K] ProMIS Neurosciences Inc. Reports Material Event

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. (PMN) is implementing a reverse stock split of its common shares at a ratio of one-for-twenty-five. Effective as of 12:01 a.m. Eastern Time on November 28, 2025, every 25 issued and outstanding common shares will be automatically reclassified into one new common share, with no action required from shareholders.

The company is making proportional adjustments to equity incentive plan awards, stock options, other equity securities and all outstanding warrants, including both the number of shares issuable and the applicable exercise prices. The reverse split does not change the number of authorized common shares or their par value. No fractional shares will be issued; instead, shareholders entitled to a fractional share will receive cash in lieu of that fraction. Trading on The Nasdaq Capital Market will begin on a split-adjusted basis on November 28, 2025 under the existing symbol PMN, with a new CUSIP number 74346M505.

Insights

Equity capital markets analyst

PMN is consolidating its share count via a 1-for-25 reverse split, with proportional adjustments to options and warrants.

ProMIS Neurosciences is carrying out a one-for-twenty-five reverse stock split of its common shares, effective as of November 28, 2025. Every 25 existing shares will be combined into one new share, while the total number of authorized common shares and their par value remain unchanged. Proportional adjustments are being applied to equity incentive plan awards, outstanding stock options and other equity-linked securities, as well as all outstanding warrants, covering both share counts and exercise prices.

No fractional shares will be issued; instead, holders otherwise entitled to a fraction will receive cash in lieu of that fractional share. Trading on The Nasdaq Capital Market will commence on a split-adjusted basis on November 28, 2025 under the symbol PMN, and the common shares will trade under new CUSIP 74346M505. The economic value of each investor's total holdings is mechanically preserved by the ratio, with the main practical changes being share count, per-share price, and adjusted terms for options and warrants.

0001374339false--12-3100013743392025-11-242025-11-24

​

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 24, 2025

PROMIS NEUROSCIENCES INC.

(Exact name of registrant as specified in its charter)

​

​

​	​	​	​	​
Canada	​	001-41429	​	98-0647155
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

​

Suite 200, 1920 Yonge Street, Toronto, Ontario		M4S 3E2
(Address of principal executive offices)		(Zip Code)

​

Registrant’s telephone number, including area code: (416) 847-6898

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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		PMN		The Nasdaq Capital Market

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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. ☐

​

​

​

​

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 24, 2025, ProMIS Neurosciences Inc. (the “Company”) filed articles of amendment (the “Articles of Amendment”) to its Articles, as amended from time to time, to effectuate a reverse stock split of the Company’s issued and outstanding common shares, no par value per share (the “Common Shares”).

As previously disclosed, at its 2025 Special Meeting of Stockholders held on November 17, 2025 (the “Special Meeting”), and upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s stockholders approved a resolution authorizing the filing of the Articles of Amendment to effect a reverse stock split of the Common Shares at a ratio ranging from one-for-five and one-for-twenty-five, as determined by the Board in its discretion (the “Share Consolidation Resolution”).

The Share Consolidation Resolution was described in detail under “Proposal No. 1: Share Consolidation” beginning on page 12 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2025 (the “Proxy Statement”) in connection with the Special Meeting. The text of the Articles of Amendment was included in Appendix A of the Proxy Statement.

On November 17, 2025, the Board approved a reverse stock split of the Common Shares at a ratio of one-for-twenty-five. Effective as of 12:01 a.m. Eastern Time on November  28, 2025, the Company filed the Articles Amendment to effect one-for-twenty-five reverse stock split of its Common Shares (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every 25 Common Shares issued or outstanding were automatically reclassified into one validly issued, fully-paid and non-assessable new Common Share, subject to the treatment of fractional shares as described below, without any action on the part of the holders. Proportional adjustments were made to the number of Common Shares awarded and available for issuance under the Company’s equity incentive plans, as well as the exercise price and the number of shares issuable upon the exercise or conversion of the Company’s outstanding stock options and other equity securities under the Company’s equity incentive plans. All outstanding warrants were also adjusted in accordance with their terms, which resulted, among other changes to the warrant terms, in proportionate adjustments being made to the number of shares issuable upon exercise of such warrants and to the exercise prices of such warrants. The Common Shares outstanding following the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized Common Shares or the par value of the Common Shares.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares will automatically be entitled to receive cash in lieu of such fractional share.

Trading of the Common Shares on The Nasdaq Capital Market will commence on a split-adjusted basis at market open on November 28, 2025 under the existing trading symbol “PMN.” The new CUSIP number for the Company’s Common Shares following the Reverse Stock Split is 74346M505.

The foregoing description of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

​

Item 8.01 Other Events.

On November 24, 2025, the Company issued a press release announcing the Reverse Stock Split and other related information. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

​

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1	​	Certificate of Amendment to the Articles, dated November 28, 2025
99.1	​	Press Release, dated November 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

​

​

​

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 hereunto duly authorized.

​

	PROMIS NEUROSCIENCES INC.
​	​	​
Date: November 24, 2025	By:	/s/ Neil Warma
		Name: Neil Warma
		Title: Chief Executive Officer

​

​

​

FAQ

What did ProMIS Neurosciences Inc. (PMN) announce in this Form 8-K?

ProMIS Neurosciences Inc. announced that it filed articles of amendment to implement a one-for-twenty-five reverse stock split of its issued and outstanding common shares, effective as of 12:01 a.m. Eastern Time on November 28, 2025.

What is the ratio of the ProMIS Neurosciences (PMN) reverse stock split?

The reverse stock split is at a ratio of one-for-twenty-five, meaning every 25 existing common shares are automatically reclassified into one new common share.

How will the PMN reverse stock split affect options, warrants, and equity plans?

Proportional adjustments will be made to the number of common shares awarded and available under equity incentive plans, as well as to the number of shares issuable and exercise prices for outstanding stock options, other equity securities, and all outstanding warrants.

Will ProMIS Neurosciences (PMN) change its number of authorized shares or par value?

No. The reverse stock split does not affect the number of authorized common shares or the par value of the common shares.

How are fractional shares handled in the PMN reverse stock split?

No fractional shares will be issued. Stockholders who would otherwise receive a fractional share will automatically receive cash in lieu of that fractional share.

When will PMN start trading on a split-adjusted basis and under what symbol?

Trading of ProMIS Neurosciences common shares on The Nasdaq Capital Market will commence on a split-adjusted basis at market open on November 28, 2025 under the existing trading symbol PMN.

What is the new CUSIP number for ProMIS Neurosciences (PMN) after the reverse split?

The new CUSIP number for ProMIS Neurosciences Inc. common shares following the reverse stock split is 74346M505.