ProMIS Neurosciences holders back stock plan change

ProMIS Neurosciences Inc. reported results of its 2026 annual meeting, where shareholders approved an amendment to the 2025 Stock Option and Incentive Plan to increase the shares available for issuance by 900,000 Common Shares.

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. reported results of its 2026 annual meeting, where shareholders approved an amendment to the 2025 Stock Option and Incentive Plan to increase the shares available for issuance by 900,000 Common Shares. Seven director nominees were elected, each receiving more than 4.1 million votes for, with broker non-votes of 614,643.

Shareholder participation was moderate, with 4,762,024 Common Shares, or about 53.1% of the 8,967,693 shares outstanding as of the record date, present or represented by proxy. Shareholders also ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Plan share increase: 900,000 Common Shares Shares outstanding at record date: 8,967,693 Common Shares Shares represented at meeting: 4,762,024 Common Shares +4 more

7 metrics

Plan share increase 900,000 Common Shares Added to 2025 Stock Option and Incentive Plan upon shareholder approval

Shares outstanding at record date 8,967,693 Common Shares Outstanding as of the record date for the 2026 annual meeting

Shares represented at meeting 4,762,024 Common Shares Approximately 53.1% of shares outstanding present or by proxy

Votes for auditor ratification 4,657,634 votes for Ratification of Baker Tilly US, LLP for fiscal year ending December 31, 2026

Votes for plan amendment 3,352,388 votes for Approval of amendment to 2025 Stock Option and Incentive Plan

Votes against plan amendment 774,193 votes against Opposition to the 2025 Stock Option and Incentive Plan amendment

Broker non-votes on plan amendment 614,643 broker non-votes Recorded on Proposal No. 3 regarding plan amendment

Key Terms

2025 Stock Option and Incentive Plan, broker non-votes, independent registered public accounting firm, Definitive Proxy Statement on Schedule 14A

4 terms

2025 Stock Option and Incentive Plan financial

"the Company’s 2025 Stock Option and Incentive Plan (the “2025 Plan”)"

broker non-votes financial

"Broker non-votes: 614,643."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Definitive Proxy Statement on Schedule 14A regulatory

"the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ProMIS Neurosciences (PMN) shareholders approve at the 2026 annual meeting?

Shareholders approved an amendment to the 2025 Stock Option and Incentive Plan, increasing available shares by 900,000. They also elected seven directors and ratified Baker Tilly US, LLP as the independent registered public accounting firm for the 2026 fiscal year.

How many ProMIS Neurosciences (PMN) shares were represented at the 2026 annual meeting?

A total of 4,762,024 Common Shares, representing approximately 53.1% of the 8,967,693 Common Shares outstanding as of the record date, were present or represented by proxy at the ProMIS Neurosciences 2026 annual meeting.

Were all ProMIS Neurosciences (PMN) director nominees elected in 2026?

All seven director nominees were elected. Each nominee received more than 4.1 million votes for, with relatively few votes withheld and 614,643 broker non-votes recorded, allowing them to serve until the 2027 annual meeting or until successors are elected.

Did ProMIS Neurosciences (PMN) shareholders ratify the company’s auditor for 2026?

Yes. Shareholders ratified Baker Tilly US, LLP as ProMIS Neurosciences’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,657,634 votes for, 4,415 votes against, and 99,975 abstentions.

How did ProMIS Neurosciences (PMN) shareholders vote on the 2025 Stock Option and Incentive Plan amendment?

The amendment to the 2025 Stock Option and Incentive Plan received 3,352,388 votes for, 774,193 votes against, and 20,800 abstentions, with 614,643 broker non-votes. The approval increases shares available for issuance under the plan by 900,000 Common Shares.

What is the size of ProMIS Neurosciences (PMN) equity incentive pool after the 2025 plan amendment?

The filing states that the amendment to the 2025 Stock Option and Incentive Plan increases the number of Common Shares available for issuance by 900,000. The total pool size after this change is defined in the plan documents referenced in the proxy materials.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:30 PM Learn about SEC filing dates

0001374339false00013743392026-05-202026-05-20

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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): May 20, 2026

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	​ ​ ​		​ ​ ​	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:

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.

As further described in Item 5.07 below, the stockholders of ProMIS Neurosciences Inc. (the “Company”) approved an amendment (the “2025 Plan Amendment”) to the Company’s 2025 Stock Option and Incentive Plan (the “2025 Plan”) at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 20, 2026. The 2025 Plan Amendment was previously approved by the Company’s Board of Directors (the “Board”). The 2025 Plan Amendment, which became effective upon the stockholders’ approval at the Annual Meeting, increases the number of Common Shares (as defined below) available for issuance thereunder the 2025 Plan by 900,000 Common Shares.

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A description of the 2025 Plan Amendment is included in Proposal 3 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The descriptions of the 2025 Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the 2025 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, the Company held its Annual Meeting. The shareholders considered three proposals, each of which is described in more detail in the Company’s Proxy Statement. Of the 8,967,693 Common Shares, no par value per share (the “Common Shares”), outstanding as of the record date, 4,762,024 Common Shares, or approximately 53.1%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.

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Proposal No. 1: Election of seven nominees to serve as directors until the 2027 annual meeting of shareholders or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The votes were cast as follows by holders of Common Shares:

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​ ​ ​	​		​		​
Name			Votes For		Votes Withheld
Eugene Williams		​	​	4,108,919	​	38,462	​
Neil Cashman, M.D.		​	​	4,143,889	​	3,492	​
Joshua Mandel-Brehm		​	​	4,118,276	​	29,105	​
Maggie Shafmaster, Ph.D., J.D.		​	​	4,143,725	​	3,656	​
Neil K. Warma		​	​	4,103,311	​	44,070	​
William Wyman		​	​	4,109,684	​	37,697	​
Slanix Alex, Pharm.D		​	​	4,122,179	​	25,202	​

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Broker non-votes: 614,643.

All seven nominees were elected.

Proposal No. 2: Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows by holders of Common Shares:

	​	​	​	​	​	​
​	Votes For	Votes Against		Abstained
Ratification of appointment of Baker Tilly US, LLP	4,657,634	​	4,415	​	99,975	​

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Broker non-votes: 0.

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Proposal No. 3: An ordinary resolution approving the Amendment to the 2025 Stock Option and Incentive Plan to increase the number of Common Shares available for issuance thereunder by 900,000 Common Shares.

	​	​	​	​	​	​
​	Votes For	Votes Against		Abstained
Approval of the Amendment to the 2025 Stock Option and Incentive Plan	3,352,388	​	774,193	​	20,800	​

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Broker non-votes: 614,643.

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No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to the ProMIS Neurosciences Inc. 2025 Stock Option and Incentive Plan
104		Cover Page Interactive Data File (embedded within 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.

​	PROMIS NEUROSCIENCES INC.
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Date: May 20, 2026	By:	/s/ Neil Warma
​	​	Name: Neil Warma
​	​	Title: Chief Executive Officer

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Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 4.8 KB

Other Documents

• EX-101 EX-101.SCH 3.5 KB
• EX-101 EX-101.DEF 2.8 KB
• EX-101 EX-101.LAB 17.5 KB
• EX-101 EX-101.PRE 11.6 KB