ProMIS Neurosciences Form 4: 10% holder exercises & acquires warrants

Rhea-AI Filing Summary

Form 4 filing for ProMIS Neurosciences (PMN) shows 10% owner Michael S. Gordon, via Title 19 Promis LLC, increasing his indirect stake.

• 25 Jul 2025: Exercised Tranches A–C warrants (119,800 shares each, total 359,400) at a reduced price of $0.83158 versus original $2.02/$2.50 strikes, lifting common-share holdings to 2,435,029.
• 29 Jul 2025: Purchased 539,100 new five-year warrants at a purchase price of $0.1875 per warrant; each is exercisable at $1.25 for one common share.

Gordon now holds 345,316 derivative securities plus the common shares noted. The actions signal insider commitment and supply up to 898,500 potential new shares, implying moderate dilution if all warrants are exercised.

Positive

• Insider confidence: 10% owner exercised 359,400 warrants and bought 539,100 more, increasing exposure to PMN equity.
• Potential capital infusion: Future exercise of new warrants at $1.25 could supply cash to the company.

Negative

• Dilution risk: Up to 898,500 additional shares could enter the float if all warrants are exercised.
• Discounted pricing: Board approved exercise at $0.83158 versus original $2.02–$2.50, suggesting valuation pressure.

Insights

Securities Analyst

TL;DR: Insider ups stake via discounted warrant exercise; impact modest, signals confidence yet adds dilution risk.

Exercising 359 k warrants at 60–67% below original strikes injects limited cash but strengthens insider ownership above 2.4 m shares. The fresh 539 k $1.25 warrants extend potential capital inflow and share supply over five years. Transactions are routine, with no operational data; market effect likely neutral unless followed by clinical milestones tied to PMN310 that could pull warrants in-the-money sooner.

Corporate Governance Expert

TL;DR: Large owner negotiated lower exercise prices; governance acceptable if terms offered broadly.

The board’s acceptance of a sharply reduced strike could raise fairness questions if not equally available to other holders. However, Form 4 shows no preferential information use, and filing timing meets Section 16 requirements. Overall governance risk is low but worth monitoring for future discounted issuances.

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^*

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	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	I	By Title 19 Promis(2)
Common Shares, no par value	07/25/2025		X(3)		119,800	A	(3)	2,315,229	I	By Title 19 Promis(2)
Common Shares, no par value	07/25/2025		X(4)		119,800	A	(4)	2,435,029	I	By Title 19 Promis(2)

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	I	See footnote(2)
Tranche B Common Share Purchase Warrants	(3)	07/25/2025		X			119,800	(3)	(3)	Common Shares	119,800	$0	345,316	I	See footnote(2)
Tranche C Common Share Purchase Warrants	(4)	07/25/2025		X			119,800	(4)	(4)	Common Shares	119,800	$0	345,316	I	See footnote(2)
Warrants to Purchase Common Shares	(5)	07/29/2025		P		539,100		(5)	(5)	Common Shares	539,100	(5)	539,100	I	See footnote(2)

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

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 $0.83158 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.

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

5. 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.

	/s/ Michael S. Gordon	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.
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FAQ

How many ProMIS Neurosciences shares did Michael S. Gordon acquire on July 25, 2025?

He obtained 359,400 common shares by exercising three warrant tranches.

What was the reduced exercise price for the Tranche A and B warrants?

Both were exercised at $0.83158 per share, down from the original $2.02 strike.

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

It bought 539,100 warrants, each exercisable at $1.25 and costing $0.1875 per warrant.

What is Michael S. Gordon’s total indirect common-share holding after the transactions?

His beneficial ownership increased to 2,435,029 common shares.

Do these transactions affect ProMIS Neurosciences’ share count immediately?

Only the 359,400 exercised warrants convert to shares now; the 539,100 new warrants are potential future dilution.