[Form 3] ProMIS Neurosciences Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Jeremy M. Sclar 2012 Irrevocable Family Trust filed an Initial Statement of Beneficial Ownership reporting direct ownership of 1,617,437 common shares of ProMIS Neurosciences, Inc. (PMN) and multiple warrants convertible into additional common shares. Reported derivative holdings include 26,217 warrants (exercise $7.50, exp. 04/11/2028), 664,894 warrants (exercise $1.75, exp. 02/24/2029), and three tranches of purchase warrants from a July 31, 2024 private placement totaling 2,093,022 underlying shares across Tranche A, B and C (exercise prices of $2.02 for A and B, $2.50 for C; various exercisability and expiry conditions). The Form 3 identifies the reporting person as a Director and the filing is made by one reporting person.

Insights

Financial Analyst

TL;DR Insider reports sizable direct equity and extensive warrant positions totaling millions of underlying shares.

The filing discloses direct ownership of 1,617,437 common shares and derivative instruments that could convert into an aggregate of 2,784,133 additional common shares if exercised. The derivatives include various exercise prices and expiry/condition triggers, with notable lower-priced warrants exercisable at $1.75 and $2.02 which could, if exercised, provide capital at those strike levels. This is an initial Section 16 filing reporting alignment of an insider with a significant option/warrant package acquired in private placements and earlier unit purchases. The disclosure is routine but important for modeling potential dilution and for tracking insider activity.

Corporate Governance Expert

TL;DR Director-level filing shows substantial ownership and complex warrant vesting/exercise conditions from private placements.

The report confirms the reporting person is a Director and that the shares and warrants were acquired through prior unit purchases and a July 31, 2024 private placement. Several tranches have exercisability tied to shareholder approvals or clinical-data triggers and different expiration schedules. The disclosure meets Section 16 initial filing requirements and provides necessary transparency on beneficial ownership and the trustee signature. No amendments or joint filers are indicated.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jeremy M. Sclar 2012 Irrevocable Family Trust

(Last) (First) (Middle)

33 BOYLSTON STREET, SUITE 3000

(Street)

CHESTNUT HILL MA 02467

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2024

3. Issuer Name and Ticker or Trading Symbol
ProMIS Neurosciences Inc. [ PMN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	1,617,437	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Shares, no par value(1)	04/11/2023	04/11/2028	Common Shares	26,217	(1)	D
Warrants to Purchase Common Shares, no par value(2)	02/24/2024	02/24/2029	Common Shares	664,894	(2)	D
Tranche A Common Share Purchase Warrants(3)(4)	10/23/2024(4)	(4)	Common Shares	697,674	(4)	D
Tranche B Common Share Purchase Warrants(3)(5)	10/23/2024(5)	(5)	Common Shares	697,674	(5)	D
Tranche C Common Share Purchase Warrants(3)(6)	07/31/2024(6)	(6)	Common Shares	697,674	(6)	D

Explanation of Responses:

1. Consists of 26,217 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $7.50 per whole warrant. These warrants are part of Units acquired on October 11, 2022, each consisting of one Common Share and one-quarter of one warrant to purchase one Common Share. The purchase price for each Unit was $5.40. These warrants are currently exercisable and expire on April 11, 2028, the fifth anniversary of the date the warrants first became exercisable.

2. Consists of 664,894 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $1.75 per share. These warrants are part of Units acquired on August 24, 2023, each consisting of one Common Share and one warrant to purchase one Common Share. The purchase price for each Unit was $1.88. These warrants are currently exercisable and expire on February 24, 2029, the fifth anniversary of the date the warrants first became exercisable.

3. On July 31, 2024, the Reporting Person acquired 697,674 units, each consisting of (a) one Common Share, (b) one Tranche A Common Share purchase warrant, (c) one Tranche B Common Share purchase warrant and (iv) one Tranche C Common Share purchase warrant, in a private placement conducted by the Issuer. The purchase price for each Unit was $2.15 per Unit.

4. Consists of 697,674 Tranche A purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants became immediately exercisable beginning on the date that approval as was required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche A purchase warrants and the Common Shares upon the exercise thereof was received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 18 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with single ascending doses of PMN310.

5. Consists of 697,674 Tranche B purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants became exercisable beginning on the date that such approval as was required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche B purchase warrants and the Common Shares upon the exercise thereof was received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 30 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with single ascending doses of PMN310.

6. Consists of 697,674 Tranche C purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.50 per warrant share. These warrants became exercisable when acquired on July 31, 2024 and expire on July 31, 2029.

	Jeremy M. Sclar 2012 Irrevocable Family Trust By: /s/ Richard A. Marks, Trustee	09/30/2025
	** Signature of Reporting Person	Date
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