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

Rhea-AI Filing Summary

Form 3 highlights: Ally Bridge MedAlpha Master Fund L.P., together with ABG Management Ltd., Ally Bridge Group (NY) LLC and controlling shareholder Fan Yu, has filed an initial statement of beneficial ownership for ProMIS Neurosciences Inc. (PMN) dated 07/29/2025.

• Indirect common shares: 6,058,738 held through the Master Fund.
• Derivative exposure: Warrants on another 9,690,037 common shares—$1.75 (1.07 M sh., exp. 2/21/29), $0.01 (1.27 M sh., no fixed expiry until exercised) and $1.25 (7.35 M sh., exp. 7/29/30).
• Ownership status: The group is now deemed a >10 % shareholder, giving it insider status under Section 16.

The filing does not alter operating fundamentals but signals a sizable, price-tiered warrant position that could become dilutive if fully exercised.

Positive

• Institutional commitment: Ally Bridge’s 10%+ stake signals confidence from a healthcare-focused fund with sector expertise.

Negative

• Dilution risk: Exercise of 9.69 M warrants could expand the share count by ~25 %, weighing on future per-share metrics.

Insights

Securities Analyst

TL;DR Large Ally Bridge–led group discloses 10%+ PMN stake with 9.7 M warrants; neutral fundamental impact, potential dilution over time.

The Form 3 confirms Ally Bridge MedAlpha’s control of roughly 6.1 M common shares and warrants for an additional 9.7 M shares at strike prices ranging from $0.01 to $1.75. While the low-priced 1.27 M warrant tranche is immediately in-the-money, the higher-priced tranches require future value creation to be exercised. Insider designation increases reporting obligations but provides investors visibility into a committed life-science fund. The warrant overhang could lift float by ~25 % (based on current 40 M share base) if fully exercised, a moderate dilution risk.

Corporate Governance Expert

TL;DR New 10%+ insider adds governance scrutiny; ownership is indirect and concentrated under Fan Yu.

Four related entities and one individual share beneficial ownership, illustrating a layered control structure. Fan Yu ultimately controls voting and disposition, centralizing influence. Investors should monitor future Form 4 trades and Section 13 filings for changes, as concentrated blocks can sway shareholder votes or strategic direction. No immediate governance red flags arise, but potential conflicts should be assessed if the fund seeks board representation.

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ABG Management Ltd.

(Last) (First) (Middle)

#3902, 39/F, E TOWER,

10 HARCOURT RD CTR

(Street)

HONG KONG K3 0000000000

(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	6,058,738	I	See Footnote(1)

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	02/21/2024	02/21/2029	Common Shares	1,066,674	$1.75	I	See Footnote(1)
Warrants	07/26/2024	(2)	Common Shares	1,274,759	$0.01	I	See Footnote(1)
Warrants	07/29/2025	07/29/2030	Common Shares	7,348,604	$1.25	I	See Footnote(1)

1. Name and Address of Reporting Person^*

ABG Management Ltd.

(Last) (First) (Middle)

#3902, 39/F, E TOWER,

10 HARCOURT RD CTR

(Street)

HONG KONG K3 0000000000

(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^*

Ally Bridge MedAlpha Master Fund L.P.

(Last) (First) (Middle)

C/O MAPLES CORPORATE SERVICES LIMITED,

P.O. BOX 309, UGLAND HOUSE,

(Street)

GRAND CAYMAN E9

(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^*

Ally Bridge Group (NY) LLC

(Last) (First) (Middle)

430 PARK AVENUE,

12TH FLOOR,

(Street)

NEW YORK, NY 10022

(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^*

Yu Fan

(Last) (First) (Middle)

#3902, 39/F, E TOWER,

10 HARCOURT RD CTR

(Street)

HONG KONG

(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. These securities are held of record by Ally Bridge MedAlpha Master Fund L.P. Mr. Fan Yu is the controlling stockholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages the investments of Ally Bridge MedAlpha Master Fund L.P. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the securities held of record by Ally Bridge MedAlpha Master Fund L.P. Each of them disclaims beneficial ownership of such securities.

2. The warrants will expire when exercised in full.

	ABG Management Ltd., By: /s/ Fan Yu, Director	08/04/2025
	Ally Bridge MedAlpha Master Fund L.P., By: Ally Bridge Group (NY) LLC, its manager, By: ABG Management Ltd., its managing member, By: /s/ Fan Yu, Director	08/04/2025
	Ally Bridge Group (NY) LLC, By: ABG Management Ltd., its managing member, By: /s/ Fan Yu, Director	08/04/2025
	/s/ Fan Yu	08/04/2025
	** 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

How many ProMIS Neurosciences (PMN) common shares does Ally Bridge currently own?

6,058,738 shares held indirectly through Ally Bridge MedAlpha Master Fund L.P.

What is the total warrant exposure disclosed in the Form 3?

Warrants for 9,690,037 PMN common shares at strike prices of $0.01, $1.25 and $1.75.

When do the largest warrant tranches expire?

The 7.35 M share warrants expire on 07/29/2030; the 1.07 M share warrants expire on 02/21/2029.

Why is Ally Bridge classified as a 10% owner of PMN?

Combined direct and derivative holdings exceed the 10 % threshold, triggering insider reporting under Section 16.

Who ultimately controls the disclosed PMN stake?

Fan Yu is the controlling stockholder of ABG Management Ltd., which manages the investment entities, giving him indirect control.