PMN Form 4: CDO Johanne Kaplan awarded 165k options, 10-year term

Rhea-AI Filing Summary

ProMIS Neurosciences reported an insider equity award: Chief Development Officer Johanne Kaplan was granted an option to buy 165,000 common shares at a $0.45 exercise price. The option was granted on 09/22/2025, becomes exercisable beginning 09/22/2025, and expires on 09/22/2035. Under the disclosed vesting schedule, 25% of the option vests on 09/01/2026 and the remaining portion vests ratably over the following 36 months. The Form 4 was signed on behalf of Ms. Kaplan on 09/24/2025 by an attorney-in-fact.

Positive

• Clear alignment with shareholders: option grant ties executive compensation to future share price performance
• Retention-focused structure: 25% vesting after about one year with remaining vesting over 36 months
• Long exercise window: 10-year term to 09/22/2035 gives flexibility for exercise timing

Negative

• Potential dilution: 165,000 shares underlying the option will increase outstanding share count if exercised (dilution magnitude not provided)
• Missing context: filing does not disclose grant-date fair value, total options outstanding, or percentage of outstanding shares

Insights

Compensation Analyst

TL;DR: A standard long-term option grant to a senior officer: 165,000 options at $0.45 with a 10-year term and multi-year vesting.

The award aligns executive pay with shareholder outcomes by tying value to future share price appreciation. The 10-year term and initial 25% vesting after ~1 year are typical for retention-focused grants. The disclosure provides the key terms: grant date, strike price, total option quantity, vesting cadence, exercisability date and expiration. The filing does not disclose grant-date fair value, total outstanding options, or potential dilution percentage, so direct impact on share count or expense cannot be quantified from this document alone.

Securities Counsel / Corporate Governance Expert

TL;DR: Form 4 correctly reports an officer option acquisition with required transaction and signature details; no compliance issues apparent from the filing.

The Form 4 identifies the reporting person, role (Chief Development Officer), transaction date (09/22/2025) and indicates acquisition (code A) of 165,000 options exercisable into common shares, price $0.45, expiration 09/22/2035. The signature by an attorney-in-fact is properly noted with a 09/24/2025 date. The filing is narrowly focused on the equity grant and contains the vesting explanation. It does not include related plan identifiers or board approval references, which are sometimes included elsewhere but are not required on this Form 4.

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

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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^*

Kaplan Johanne

(Last) (First) (Middle)

PROMIS NEUROSCIENCES INC.

SUITE 200, 1920 YONGE STREET

(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)
09/22/2025

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

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
Option (right to buy)	$0.45	09/22/2025		A		165,000		(1)	09/22/2035	Common Shares	165,000	$0	165,000	D

Explanation of Responses:

1. 25% of the shares subject to this option shall vest on September 1, 2026, and the balance shall vest ratably over 36 months

	/s/ Max A. Milbury, Attorney in Fact for Johanne Kaplan	09/24/2025
	** 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

What did ProMIS Neurosciences insider Johanne Kaplan acquire on Form 4 (PMN)?

The Form 4 reports an option to purchase 165,000 common shares at an exercise price of $0.45, granted on 09/22/2025.

When do the options granted to Johanne Kaplan vest and expire?

25% vests on 09/01/2026, the balance vests ratably over the following 36 months, and the options expire on 09/22/2035.

Who filed the Form 4 for Johanne Kaplan and when was it signed?

The Form 4 shows the signature by Max A. Milbury, Attorney in Fact for Johanne Kaplan dated 09/24/2025.

Does the Form 4 disclose how this grant affects total dilution?

No. The filing lists the 165,000 options but does not state total outstanding shares or options, so dilution percentage cannot be determined from this document.

What is the reporting person’s role at ProMIS Neurosciences?

The reporting person, Johanne Kaplan, is identified as Chief Development Officer.