ProMIS Neurosciences (PMN) refreshes CSO Neil Cashman pay and equity deal

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. updated the employment terms of its Chief Scientific Officer, Dr. Neil Cashman, through an Amended and Restated Employment Agreement effective September 26, 2025. Dr. Cashman will remain on the board and continue in his role as Chief Scientific Officer.

The amended agreement sets an annual base salary of $500,000 CAD and an annual discretionary bonus targeted at 35% of base salary. Dr. Cashman received an option to purchase 165,000 common shares at Fair Market Value on the grant date, vesting 25% after one year and the balance in equal monthly installments over thirty-six months.

He is entitled to 9 months of salary and continued benefits if terminated without cause, and to 9 months of salary, accelerated vesting of time-based equity awards, and continued benefits in connection with a change in control. The company states there are no family relationships or related-party transactions requiring disclosure.

Insights

Executive compensation and governance analyst

Routine CSO contract update with defined equity and severance terms.

ProMIS Neurosciences Inc. updated Chief Scientific Officer Dr. Neil Cashman’s employment agreement, clarifying salary, bonus, equity incentives, and severance. The package includes a base salary of $500,000 CAD, a 35% target bonus, and options to buy 165,000 common shares at Fair Market Value with multi-year vesting. These elements align his pay partly with long-term share performance.

The agreement also specifies 9 months of salary and continued benefits if he is terminated without cause, and the same salary period plus accelerated vesting of time-based equity awards and continued benefits in connection with a change in control. Such terms are common in senior biotech roles and aim to provide stability around leadership continuity.

From an investor perspective, this looks like a standard retention-oriented update rather than a transformative event. Future proxy and compensation disclosures may show how these incentives interact with company milestones and any subsequent equity grants.

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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): September 26, 2025

PROMIS NEUROSCIENCES INC.

(Exact name of registrant as specified in its charter)

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

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

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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:

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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

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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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2025, ProMIS Neurosciences Inc. (the “Company”) entered into an Amended and Restated Employment Agreement with Neil Cashman (the “Amended Agreement”), which amended that certain Employment Agreement dated January 21, 2022. Mr. Cashman will continue to serve on Board. Mr. Cashman has served as Chief Scientific Officer since January 21, 2022.

The Amended Agreement provides for an annual base salary of $500,000 CAD and an annual discretionary bonus with a target of 35% of his base salary. In connection with the Amended Agreement, Dr. Cashman was also granted an option to purchase 165,000 of the Company’s common shares, with an exercise price equal to the Fair Market Value (as defined in the Company’s 2025 Stock Option and Incentive Plan) on the date of grant (the “Equity Award”). The Equity Award vests 25% on the first anniversary of the date of the grant with the remaining shares vesting ratably over thirty-six months. Dr. Cashman was also provided with (i) severance in the amount of 9-months salary and standard continuing benefits in connection with a termination without cause and (ii) severance in the amount of 9-months salary, acceleration of time-based stock options and awards and standard continuing benefits in connection with a change in control of the Company.

No family relationships exist between Dr. Cashman and any of the Company’s directors or executive officers. There are no arrangements or understandings between Dr. Cashman and any other person pursuant to which Dr. Cashman was selected as the Chief Scientific Officer, nor are there any transactions to which the Company is or was a participant in which Dr. Cashman has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 29, 2025, which includes biographical and other information for Dr. Cashman and the full text of the Amended Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amended and Restated Employment Agreement with Neil Cashman
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

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	PROMIS NEUROSCIENCES INC.
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Date: September 30, 2025	By:	/s/ Neil Warma
		Name: Neil Warma
		Title: Chief Executive Officer

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FAQ

What executive change did ProMIS Neurosciences (PMN) report for Neil Cashman?

ProMIS Neurosciences Inc. entered into an Amended and Restated Employment Agreement with Chief Scientific Officer Dr. Neil Cashman on September 26, 2025, while he continues to serve on the board and remain in his CSO role.

What is Neil Cashmans new salary and bonus structure at ProMIS Neurosciences (PMN)?

Under the amended agreement, Dr. Neil Cashman receives an annual base salary of $500,000 CAD and is eligible for an annual discretionary bonus with a target of 35% of base salary.

What equity award did ProMIS Neurosciences grant to Neil Cashman in the amended agreement?

Dr. Cashman was granted an option to purchase 165,000 common shares of ProMIS Neurosciences, with an exercise price equal to the Fair Market Value on the grant date. The award vests 25% on the first anniversary of the grant date, with the remaining shares vesting ratably over the next 36 months.

What severance protections does Neil Cashman have at ProMIS Neurosciences (PMN)?

If terminated without cause, Dr. Cashman is entitled to 9 months of salary and standard continuing benefits. In connection with a change in control of the company, he is entitled to 9 months of salary, acceleration of time-based stock options and awards, and standard continuing benefits.

Are there any related-party or family relationships disclosed for Neil Cashman at ProMIS Neurosciences?

The company states that no family relationships exist between Dr. Cashman and any directors or executive officers, and there are no transactions in which he has a material interest that require disclosure under Item 404(a) of Regulation S-K.

Where can investors find the full text of Neil Cashmans amended employment agreement with ProMIS Neurosciences?

The full text of Dr. Cashmans Amended and Restated Employment Agreement is filed as Exhibit 10.1, and additional biographical and other information is included in the companys Definitive Proxy Statement on Schedule 14A filed April 29, 2025.