ProMIS Neurosciences (PMN) CDO buys shares, warrants

Rhea-AI Filing Summary

ProMIS Neurosciences Chief Development Officer Johanne Kaplan acquired equity on February 3, 2026. Kaplan bought 2,060 common shares at $12.13 per share and received warrants to purchase 2,060 additional common shares, also priced at $12.13 per common share and warrant under a Securities Purchase Agreement with selected investors.

After the transaction, Kaplan beneficially owned 2,312 common shares directly. The warrants have an exercise price of $14.40 per common share and become exercisable on February 3, 2026. They will expire on the earlier of February 3, 2031 or within 60 days after public announcement of topline data from PMN310 single ascending dose cohorts.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kaplan Johanne

(Last) (First) (Middle)

C/O PROMIS NEUROSCIENCES INC.

1920 YONGE STREET, SUITE 200

(Street)

TORONTO A6 M4S 3E2

(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
X	Officer (give title below)		Other (specify below)
	Chief Development Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A(1)		2,060	A	$12.13(1)	2,312(2)	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
Warrants to purchase Common Shares	$14.4	02/03/2026		A(1)		2,060		02/03/2026	02/03/2031(3)	Common Shares	2,060	(1)	2,060	D

Explanation of Responses:

1. On February 3, 2026, pursuant to a Securities Purchase Agreement entered into by the Company with selected investors, the Reporting Person acquired 2,060 of the Company's common shares, no par value (the "Common Shares") and Common Share purchase warrants (the "Common Share Warrants") to purchase 2,060 Common Shares. The purchase price was $12.13 per Common Share and Common Share Warrant.

2. Reflects a one-for-twenty-five reverse split of the Company's Common Shares effected on November 28, 2025.

3. The Common Share Warrants will expire upon the earlier of (i) February 3, 2031 or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of topline data from the cohorts treated with single ascending doses of PMN310.

	/s/ Max A. Milbury, Attorney in Fact for Johanne Kaplan	02/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ProMIS Neurosciences (PMN) report on February 3, 2026?

ProMIS Neurosciences reported that Chief Development Officer Johanne Kaplan acquired 2,060 common shares and warrants for 2,060 additional common shares on February 3, 2026. The acquisition was made under a Securities Purchase Agreement with selected investors at a price of $12.13 per common share and warrant.

How many ProMIS Neurosciences (PMN) shares does Johanne Kaplan own after this Form 4 transaction?

After the reported transaction, Chief Development Officer Johanne Kaplan beneficially owned 2,312 ProMIS Neurosciences common shares directly. This reflects the addition of 2,060 acquired shares, adjusted for the company’s prior one-for-twenty-five reverse split of common shares effected on November 28, 2025.

What are the terms of the ProMIS Neurosciences (PMN) warrants acquired by Johanne Kaplan?

Kaplan received common share purchase warrants to buy 2,060 ProMIS common shares at an exercise price of $14.40 per share. The warrants are exercisable starting February 3, 2026 and will expire on the earlier of February 3, 2031 or within 60 days after specified PMN310 topline data is publicly announced.

What price did Johanne Kaplan pay for ProMIS Neurosciences (PMN) shares and warrants?

Under the Securities Purchase Agreement, Johanne Kaplan paid $12.13 per ProMIS common share and associated common share purchase warrant. This means each unit of one common share and one warrant carried a purchase price of $12.13, as disclosed in the insider transaction footnotes.

How does the reverse split affect ProMIS Neurosciences (PMN) share figures in this Form 4?

The filing states that share amounts reflect a one-for-twenty-five reverse split of ProMIS common shares effective November 28, 2025. This reverse split reduced the number of outstanding shares proportionally, so the reported holdings and transactions are already adjusted to the post-split share count.

What event could accelerate expiration of Johanne Kaplan’s ProMIS (PMN) warrants?

The warrants will expire on the earlier of February 3, 2031 or within 60 days after ProMIS publicly announces topline data from PMN310 single ascending dose cohorts via press release or a Current Report on Form 8-K. This link ties warrant duration to a specific clinical development milestone.