[Form 4] ProMIS Neurosciences Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: 10% owner Title 19 Promis increased its equity position in ProMIS Neurosciences (PMN) by exercising three tranches of common-share purchase warrants on 25 Jul 2025. A total of 359,400 shares (119,800 per tranche) were issued at a reduced exercise price of $0.83158, versus original strikes of $2.02 (Tranches A & B) and $2.50 (Tranche C). The exercise generated roughly $0.30 million in cash for the company and raised the insider’s direct holding to 2,435,029 common shares.

On 29 Jul 2025 the insider also purchased 539,100 five-year warrants with a $1.25 strike, paying $0.1875 per warrant (≈$0.10 million additional proceeds). Title 19 Promis still holds 345,316 unexercised warrants in each of Tranches A, B and C plus the new warrants, representing potential future issuance of about 1.55 million shares. The transactions signal continued insider support but introduce incremental dilution at below-previous-strike pricing.

Positive

• Insider confidence: 10% owner expanded direct stake by 359,400 shares and secured additional upside via new warrants.
• Cash infusion: Exercise and warrant purchase brought in roughly $0.4 million of non-dilutive (at-market) capital.

Negative

• Dilution risk: Up to ~1.9 million additional shares could be issued if all warrants are exercised.
• Discounted exercise price: Warrants were exercised at $0.83158, well below original $2.02–$2.50 strikes, limiting cash raised per share.

Insights

Equity Capital Markets Analyst

TL;DR: Insider buys more PMN equity, modest cash in, but discounted pricing raises dilution concerns; overall impact neutral.

Detail: The exercise of 359.4 k warrants at $0.83158 (vs $2.02–$2.50) and purchase of 539.1 k new $1.25-strike warrants injects ≈$0.4 M into ProMIS—positive for liquidity, yet small against typical biotech burn. Insider ownership rises to 2.44 M shares, suggesting confidence ahead of PMN310 data read-outs referenced in the warrant terms. However, ~1.9 M potential new shares (exercised plus still-held warrants) add dilution overhang, especially given the deep discount to original strikes. Net effect on valuation appears limited today; warrants become more relevant if data catalysts lift the stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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

4. 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 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
Common Shares, no par value	07/25/2025		X(1)		119,800	A	(1)	2,195,429	D
Common Shares, no par value	07/25/2025		X(2)		119,800	A	(2)	2,315,229	D
Common Shares, no par value	07/25/2025		X(3)		119,800	A	(3)	2,435,029	D

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)	07/25/2025		X			119,800	(1)	(1)	Common Shares	119,800	$0	345,316	D
Tranche B Common Share Purchase Warrants	(2)	07/25/2025		X			119,800	(2)	(2)	Common Shares	119,800	$0	345,316	D
Tranche C Common Share Purchase Warrants	(3)	07/25/2025		X			119,800	(3)	(3)	Common Shares	119,800	$0	345,316	D
Warrants to Purchase Common Shares	(4)	07/29/2025		P		539,100		(4)	(4)	Common Shares	539,100	(4)	539,100	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 $0.83158 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. 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 $0.83158 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.

3. 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 $0.83158 per share. The remainder of these warrants are currently exercisable and expire on July 31, 2029.

4. On July 29, 2025, Title 19 Promis acquired 539,100 warrants, each exercisable to purchase one Common Share, at an exercise price of $1.25 per share. The purchase price for each warrant was $0.1875 per share. The warrants are currently exercisable and expire five years after the date of issuance.

	Title 19 Promis By: /s/ Michael S. Gordon, Manager	07/29/2025
	** 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.
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 PMN shares did Title 19 Promis acquire on 25 July 2025?

The insider acquired 359,400 common shares by exercising three warrant tranches (119,800 each).

What price was paid to exercise the Tranche A, B and C PMN warrants?

Each tranche was exercised at $0.83158 per share, below the original $2.02–$2.50 strike prices.

How many new warrants did Title 19 Promis buy on 29 July 2025?

The insider purchased 539,100 new warrants exercisable for an equal number of common shares.

What are the terms of the newly acquired PMN warrants?

They are immediately exercisable at $1.25 per share and expire five years from the 29 Jul 2025 issuance date.

How many PMN common shares does Title 19 Promis now own directly?

After the transactions, direct ownership stands at 2,435,029 shares.

How many unexercised Tranche A-C warrants remain outstanding?

The insider still holds 345,316 warrants in each of Tranches A, B and C, totaling 1,035,948 warrants.