ProMIS (PMN) Insider Amends Form 4, Corrects Warrant Exercise Price

Rhea-AI Filing Summary

Title 19 Promis exercised purchase warrants to acquire common shares of ProMIS Neurosciences (PMN). On 07/25/2025 the reporting person exercised 119,800 Tranche A warrants, 119,800 Tranche B warrants and 119,800 Tranche C warrants, each exercised for one common share at an adjusted exercise price of $0.83518 per share (original tranche exercise prices were $2.02 for A and B, $2.50 for C). Each exercise resulted in issuance of 119,800 common shares per tranche, zero cash price reported for derivative value, and 345,316 common shares reported as beneficially owned following the transactions. The Form 4/A corrects an inadvertent prior disclosure of the exercise price. The remarks state that, based on the issuer's reported outstanding shares of 51,806,497, the reporting person’s ownership dropped below 10%.

Positive

• Corrected disclosure of the exercise price from $0.83158 to $0.83518, improving filing accuracy
• Issuer-accepted exercise achieved, converting warrants into common shares and clarifying beneficial ownership

Negative

• Reporting person’s ownership dropped below 10% based on issuer's reported 51,806,497 outstanding shares
• Initial filing contained an incorrect exercise price, requiring an amendment to correct material transaction detail

Insights

Financial Analyst

TL;DR Insider exercised warrants materially below original strike prices, increasing common shares outstanding and correcting a prior pricing error.

The exercise of 359,400 warrants (119,800 per tranche) at an accepted price of $0.83518 materially changes the reporting person’s immediate share count while reflecting amendment-level housekeeping to correct the disclosed exercise price. This is an issuer-accepted private exercise arrangement reducing the effective price paid versus original tranche strikes; the filing notes resulting beneficial ownership of 345,316 shares and that ownership fell below 10% using the issuer's stated outstanding share count of 51,806,497. For investors, the transaction is primarily a change in ownership composition and disclosure accuracy rather than a direct statement about operational performance.

Corporate Governance Expert

TL;DR Amendment clarifies exercise price and reports changes to insider ownership percentage; governance disclosure corrected.

The Form 4/A aligns insider reporting with the issuer-approved exercise terms and corrects a numeric error in the initial filing. Accurate disclosure of exercise prices and resultant ownership percentages is important for compliance and market transparency. The remark that ownership fell below 10%—based on the issuer's reported outstanding shares—highlights the importance of timely issuer share counts in Section 16 calculations. This amendment addresses disclosure integrity rather than alleging misconduct.

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^*

Title 19 Promis

(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	D
Tranche B Common Share Purchase Warrants	(2)(3)	07/25/2025		X			119,800	(3)	(3)	Common Shares	119,800	$0	345,316	D
Tranche C Common Share Purchase Warrants	(2)(4)	07/25/2025		X			119,800	(4)	(4)	Common Shares	119,800	$0	345,316	D

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. 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.

4. 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.

	Title 19 Promis By: /s/ Michael S. Gordon, Manager	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What warrants did Title 19 Promis exercise in the Form 4/A for PMN?

Title 19 Promis exercised 119,800 Tranche A, 119,800 Tranche B, and 119,800 Tranche C purchase warrants, each exercisable for one common share.

At what price were the PMN warrants exercised?

All exercised warrants were accepted by the issuer at an adjusted exercise price of $0.83518 per share.

How many common shares did the reporting person beneficially own after these transactions?

The Form reports the reporting person beneficially owned 345,316 common shares following the reported transactions.

Did the filing amend any previously reported information?

Yes. The amendment corrects a previously misstated exercise price (originally disclosed as $0.83158) to $0.83518.

Did the reporting person remain a 10% owner after the amendment?

No. Based on the issuer's reported outstanding shares of 51,806,497, the reporting person’s ownership fell below 10% as noted in the remarks.