ProMIS Neurosciences (NASDAQ: PMN) sets $17,988,524 ATM share program

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. entered into an at-the-market offering agreement that allows it to sell common shares with an aggregate offering price of up to $17,988,524 through H.C. Wainwright & Co. as sales agent. Any sales will be made under a Form S-3 shelf registration statement and related prospectus materials, and no shares may be sold until the registration statement is declared effective by the SEC.

The agent may sell shares on Nasdaq or other markets using customary at-the-market methods and will receive a commission of up to 3% of the gross sales proceeds. The agreement does not obligate the agent to sell a specific amount of shares, and there is no escrow or similar arrangement for proceeds. Legal opinions from McMillan LLP regarding the issuance and sale of the shares are filed as exhibits.

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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: August 13, 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		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 1.01 Entry into a Material Definitive Agreement.

On August 13, 2025, ProMIS Neurosciences Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co, LLC, serving as agent (the “Agent”) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, its common shares, no par value (the “Common Stock”), having an aggregate offering price of up to $17,988,524 (the “Shares”) through the Agent (the “Offering”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-289577) filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2025 (the “Registration Statement”), the related prospectus contained therein, and the prospectus supplement relating to the Offering filed with the SEC on August 13, 2025 and any applicable additional prospectus supplements related to the Offering that form a part of the Registration Statement. No sales will be undertaken until the Registration Statement is declared effective by the SEC.

The Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market (“Nasdaq”) or on any other existing trading market for the Common Stock. The Agent will use commercially reasonable efforts to sell the Shares from time to time consistent with its normal sales practices and applicable federal rules, regulations and Nasdaq rules, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Agent a commission equal to up to three percent (3%) of the gross sales proceeds of any Shares sold through the Agent under the Agreement, and also has provided the Agent with customary indemnification and contribution rights.

The Agent is not required to sell any specific number or dollar amount of securities, but will use commercially reasonable efforts to sell, on behalf of the Company, all of the common shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the opinion of McMillan LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto and was also filed with the Registration Statement.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1	​	At The Market Offering Agreement, August 13, 2025, by and between ProMIS Neurosciences, Inc. and H.C. Wainwright & Co, LLC.
5.1		Opinion of McMillan LLP.
23.1	​	Consent of McMillan LLP (contained in Exhibit 5.1).
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.

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	PROMIS NEUROSCIENCES INC.
Date: August 19, 2025	By:	/s/ Neil Warma
		Name: Neil Warma
		Title: Chief Executive Officer

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FAQ

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

ProMIS Neurosciences Inc. disclosed that it entered into an At The Market Offering Agreement with H.C. Wainwright & Co. This agreement establishes an at-the-market program under which the company may, at its discretion, sell its common shares over time through the agent, subject to an effective Form S-3 shelf registration statement.

What is the maximum size of ProMIS Neurosciences' new at-the-market program?

The company may offer and sell common shares with an aggregate offering price of up to $17,988,524 under the at-the-market program. This limit applies to shares sold through H.C. Wainwright & Co. pursuant to the Form S-3 shelf registration statement and related prospectus materials.

When can ProMIS Neurosciences (PMN) begin selling shares under the ATM agreement?

No sales under the at-the-market program will occur until the Form S-3 registration statement covering the shares is declared effective by the SEC. The filing notes that the registration statement and a prospectus supplement relating to the offering were filed on August 13, 2025.

What compensation will H.C. Wainwright receive for acting as agent in the ProMIS ATM?

H.C. Wainwright & Co., acting as sales agent, is entitled to a commission of up to 3% of the gross sales proceeds from any ProMIS common shares sold under the agreement. The company has also granted the agent customary indemnification and contribution rights.

Are sale proceeds under the ProMIS Neurosciences ATM held in escrow or a trust?

The disclosure states that there is no arrangement for funds to be received in any escrow, trust or similar arrangement in connection with sales under the at-the-market offering agreement.

Which legal opinions and exhibits are associated with the ProMIS ATM program?

The filing lists an At The Market Offering Agreement as Exhibit 1.1, an opinion of McMillan LLP regarding the legality of the share issuance as Exhibit 5.1, and a related consent of McMillan LLP in Exhibit 23.1. A cover page interactive data file is included as Exhibit 104.