ProMIS Neurosciences Form 3: Insider Holdings and Warrant Details

Rhea-AI Filing Summary

ProMIS Neurosciences (PMN) Form 3: The filing shows initial beneficial ownership by Shaf QIC LLC and Shafmaster Jonathan, each identified as a director and 10% owner. The report discloses 5,184,760 common shares held directly and three classes of warrants exercisable into common shares: 100,000 shares at $7.50 (exercisable 04/11/2028), 1,063,830 shares at $1.75 (exercisable 02/23/2029), and 4,186,049 shares at $1.25 (exercisable 07/29/2030). Some warrants include a 9.99% ownership exercise limitation.

Positive

• Clear disclosure of direct ownership: 5,184,760 common shares reported
• Detailed warrant information including exercisable dates, expiration dates, and exercise prices
• Exercise limitation disclosed (warrants contain a 9.99% ownership exercise cap)

Negative

• Large insider stake is disclosed (5,184,760 shares plus warrants convertible into 5,349,879 shares), which could concentrate ownership
• Potential dilution from warrants exercisable into a significant number of shares (total underlying reported warrants: 5,349,879)

Insights

Financial Analyst

TL;DR: Routine initial insider disclosure showing significant direct holdings and multiple exercisable warrants.

The Form 3 documents that Shaf QIC LLC and Shafmaster Jonathan are directors and report direct ownership of 5,184,760 common shares plus warrants convertible into a total of 5,349,879 additional shares across three tranches with exercise prices of $7.50, $1.75, and $1.25. The presence of a 9.99% exercise cap on certain warrants is explicitly disclosed. This is a standard Section 16 initial filing and provides transparency on potential dilution and insider stake size.

Corporate Governance Expert

TL;DR: Disclosure identifies insiders with a large beneficial stake and warrants that could materially increase ownership if exercised.

The filing confirms director status and beneficial ownership levels for the reporting persons. It lists direct common shares and warrants with specific exercisable dates and prices, plus an explicit anti-exercise provision limiting aggregate ownership to 9.99% for certain warrants. This provides clear information for assessing insider influence and potential future voting/dilution scenarios.

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^*

Shaf QIC LLC

(Last) (First) (Middle)

158 SHATTUCK WAY

(Street)

NEWINGTON NH 03801

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2025

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)

	Form filed by One Reporting Person
X	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 Shares	5,184,760	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 (right to buy)	(1)	04/11/2028	Common Shares	100,000	$7.5	D
Warrants (right to buy)	(2)	02/23/2029	Common Shares	1,063,830	$1.75	D
Warrants (right to buy)	(2)	07/29/2030	Common Shares	4,186,049	$1.25	D

1. Name and Address of Reporting Person^*

Shaf QIC LLC

(Last) (First) (Middle)

158 SHATTUCK WAY

(Street)

NEWINGTON NH 03801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shafmaster Jonathan

(Last) (First) (Middle)

158 SHATTUCK WAY

(Street)

NEWINGTON NH 03801

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents Common Shares issuable upon exercise of a warrant that is currently exercisable.

2. Represents Common Shares issuable upon exercise of warrants that are currently exercisable. The reported warrants contain provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Shares.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Bill Blackett, Attorney-in-Fact	08/14/2025
	/s/ Bill Blackett, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Form 3 for PMN reveal about insider ownership?

The Form 3 reports 5,184,760 common shares held directly and warrants exercisable into 100,000, 1,063,830, and 4,186,049 common shares at specified prices.

Who filed the Form 3 for PMN and what are their roles?

Shaf QIC LLC and Shafmaster Jonathan are identified as reporting persons and are marked as directors and 10% owners of PMN.

What are the exercise prices and dates for the warrants reported on the Form 3?

Warrants reported: 100,000 shares at $7.50 (exercisable 04/11/2028), 1,063,830 shares at $1.75 (exercisable 02/23/2029), and 4,186,049 shares at $1.25 (exercisable 07/29/2030).

Is there any restriction on exercising the warrants disclosed in the filing?

Yes. The filing states certain warrants contain provisions preventing exercise to the extent that exercise would cause the holder and affiliates to exceed 9.99% ownership of the issuer's common shares.

Does the Form 3 show whether these holdings are direct or indirect?

The filing indicates the reported common shares and all listed warrants are held in a direct (D) ownership form.