PMN Form 4/A: Amendment corrects exercise price; ownership drops below 10%

Rhea-AI Filing Summary

ProMIS Neurosciences (PMN) form 4/A reports that Michael S. Gordon, as sole manager of Title 19 Promis, exercised a total of 359,400 common share purchase warrants on July 25, 2025. Each tranche consisted of 119,800 warrants exercisable into one common share. The exercised warrants were originally exercisable at higher stated prices but were accepted by the issuer at an exercise price of $0.83518 per share instead of their original stated exercise prices. Following these transactions, the reporting person beneficially owns common shares convertible from the exercised warrants and, based on the issuer's August 13, 2025 disclosure of 51,806,497 shares outstanding, the reporting person’s ownership percentage fell below 10% as of the amended filing date. The amendment corrects an earlier misreported exercise price.

Positive

• Exercised 359,400 warrants (three tranches of 119,800 each), converting those instruments into common shares
• Amendment corrects an earlier misstated exercise price to the accurate amount of $0.83518 per share, improving disclosure accuracy

Negative

• Reporting person’s beneficial ownership fell below 10% based on the issuer's reported 51,806,497 shares outstanding as of August 13, 2025
• Warrants originally had higher exercise prices ($2.02 and $2.50 depending on tranche), but were accepted at the lower corrected price of $0.83518, which may be dilutive to existing shareholders

Insights

Financial Analyst

TL;DR: Insider exercised warrants for 359,400 shares at $0.83518, then fell below 10% ownership due to updated outstanding share count.

The exercises convert 359,400 warrants into common shares, increasing the reporting person's direct/indirect share count by that amount at a low effective price relative to original exercise terms. The filing clarifies an earlier numeric error in the exercise price, improving transparency. The drop below 10% reflects an updated share denominator disclosed by the issuer rather than a disclosed sale by the reporting person. For investors, this is a capitalization and ownership update rather than an operational or financial performance disclosure.

Corporate Governance Expert

TL;DR: Amendment corrects price disclosure and clarifies indirect ownership structure; changes are procedural but relevant to ownership reporting.

The form shows Title 19 Promis (a series of an LLC managed by the reporting person) exercised warrants across three tranches with differing original exercise terms, but all were accepted at the same corrected price of $0.83518. The amendment corrects a prior misstatement of the exercise price and notes the reporting person’s ownership crossing below the 10% threshold based on the issuer’s later outstanding share figure. This filing addresses reporting accuracy and beneficial ownership thresholds, which are important for SEC Section 16 compliance.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GORDON MICHAEL S

(Last) (First) (Middle)

C/O TROVE,

40 BROAD STREET, 8TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

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

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks section.

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2025

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Tranche A Common Share Purchase Warrants	(1)(2)	07/25/2025		X			119,800	(1)	(1)	Common Shares	119,800	$0	345,316	I	See footnote(3)
Tranche B Common Share Purchase Warrants	(2)(4)	07/25/2025		X			119,800	(4)	(4)	Common Shares	119,800	$0	345,316	I	See footnote(3)
Tranche C Common Share Purchase Warrants	(2)(5)	07/25/2025		X			119,800	(5)	(5)	Common Shares	119,800	$0	345,316	I	See footnote(3)

Explanation of Responses:

1. On July 25, 2025, Title 19 Promis exercised 119,800 Tranche A purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.02 per warrant share; however, following an offer by Title 19 Promis and an acceptance by the Issuer, were exercised at an exercise price of $0.83518 per share. The remainder of these warrants are currently exercisable and expire on the earlier of (i) 18 months of the issue date 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.

2. This amendment is being filed to report that the price at which the Tranche A purchase warrants, Tranche B purchase warrants and Tranche C purchase warrants were exercised was inadvertently disclosed as $0.83158 instead of $0.83518.

3. By Title 19 Promis, a series of a Delaware limited liability company, of which the Reporting Person is the sole manager.

4. On July 25, 2025, Title 19 Promis exercised 119,800 Tranche B purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.02 per warrant share; however, following an offer by Title 19 Promis and an acceptance by the Issuer, were exercised at an exercise price of $0.83518 per share. The remainder of these warrants are currently exercisable and expire on the earlier of (i) 30 months of the issue date 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.

5. On July 25, 2025, Title 19 Promis exercised 119,800 Tranche C purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.50 per warrant share; however, following an offer by Title 19 Promis and an acceptance by the Issuer, were exercised at an exercise price of $0.83518 per share. The remainder of these warrants are currently exercisable and expire on July 31, 2029.

Remarks:

The Issuer's Form 10-Q filed on August 13, 2025 provides that as of such date, the Issuer had 51,806,497 Common Shares outstanding. Based on this number and other shares included in the denominator of the calculation of the Reporting Person's ownership, the Reporting Person's ownership has dropped below 10% as of the date of filing this amended Form 4. However, based on the publicly available number of outstanding shares reported prior to when this Form 4 was originally filed, the Reporting Person held more than 10% at such time the Form 4 was originally filed.

	/s/ Michael S. Gordon	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 4 (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).
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FAQ

What did Michael S. Gordon report on the Form 4/A for PMN?

He reported that Title 19 Promis exercised 359,400 warrants (three tranches of 119,800 each) into common shares on July 25, 2025, and the filing amends the exercise price disclosure.

At what price were the warrants exercised according to the amended Form 4/A?

The exercised warrants were accepted at $0.83518 per share, corrected from an earlier misreported figure of $0.83158.

How many shares outstanding did ProMIS report that affected ownership percentage?

The issuer reported 51,806,497 common shares outstanding as of its August 13, 2025 filing, which the Form 4/A references to explain the reporting person’s ownership falling below 10%.

Did the Form 4/A disclose any sales of shares by the reporting person?

No sales were reported. The filing reports exercises of warrants into common shares and an amendment correcting the exercise price.

What is the relationship between Michael S. Gordon and Title 19 Promis?

Michael S. Gordon is the sole manager of Title 19 Promis, a series of a Delaware limited liability company, which is the entity that exercised the warrants.