ProMIS director executes warrant conversions and acquires large five-year warrant

Rhea-AI Filing Summary

Jeremy M. Sclar, a director of ProMIS Neurosciences Inc. (PMN), reported multiple transactions in July 2025 that materially changed his beneficial holdings. On July 25, 2025 the Jeremy M. Sclar 2012 Irrevocable Family Trust (the "JS Trust") exercised 697,674 Tranche A, 697,674 Tranche B and 697,674 Tranche C purchase warrants, each converting to one common share. Although original exercise prices ranged from $2.02 to $2.50, the exercises were completed at $0.83518 per share following an offer accepted by the issuer. The JS Trust subsequently acquired, on July 29, 2025, a warrant to purchase 3,139,533 common shares exercisable at $1.25 and expiring five years after issuance. The report also shows a disposition of 65,000 common shares held through Crocker Mountain LLC.

Insights

Securities Analyst

TL;DR Director increased indirect ownership by exercising multiple warrant tranches at a reduced price and acquired a large five-year warrant, while disposing of 65,000 shares.

The filing documents concentrated transactions by the JS Trust: three warrant tranches of 697,674 warrants each were exercised into common shares at an agreed reduced price of $0.83518 per share despite higher original exercise prices. The trust also purchased a separate warrant covering 3,139,533 shares at $0.1875 per underlying share price for the warrant, exercisable at $1.25 and expiring in five years. Holdings are reported as indirect through the JS Trust and Crocker Mountain LLC, increasing beneficial ownership counts reported after the transactions. These are material insider actions demonstrating capital deployment into the issuer via warrant exercises and a newly acquired long-dated warrant.

Corporate Governance Expert

TL;DR Director exercises and warrant purchase change insider stake and require disclosure of related-party control; one small disposition was reported.

The disclosure clarifies that the JS Trust is governed under Massachusetts law with Mr. Sclar's spouse as a trustee and that Crocker Mountain LLC is managed by Mr. Sclar, explaining the indirect ownership reporting. The coordinated exercise of three warrant tranches and the separate acquisition of a large five-year warrant are properly reported under Section 16. The filing also reports a disposition of 65,000 shares held via Crocker Mountain LLC. From a governance standpoint, the report provides transparency on the trust and LLC relationships but does not include additional contractual terms beyond exercise prices and expiration for the new warrant.

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).

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^*

Sclar Jeremy M.

(Last) (First) (Middle)

33 BOYLSTON STREET, SUITE 3000

(Street)

CHESTNUT HILL MA 02467

(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)		697,674	A	(1)	2,315,111	I	By: Jeremy M. Sclar 2012 Irrevocable Family Trust(2)
Common Shares, no par value	07/25/2025		X(3)		697,674	A	(3)	3,012,785	I	By JS Trust(2)
Common Shares, no par value	07/25/2025		X(4)		697,674	A	(4)	3,710,459	I	By JS Trust(2)
Common Shares, no par value								1,155,726	I	By Crocker Mountain LLC(5)
Common Shares, no par value								65,000	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			697,674	(1)	(1)	Common Shares	697,674	$0	0	I	See footnote(2)
Tranche B Common Share Purchase Warrants	(3)	07/25/2025		X			697,674	(3)	(3)	Common Shares	697,674	$0	0	I	See footnote(2)
Tranche C Common Share Purchase Warrants	(4)	07/25/2025		X			697,674	(4)	(4)	Common Shares	697,674	$0	0	I	See footnote(2)
Warrant to Purchase Common Shares	(6)	07/29/2025		P		3,139,533		(6)	(6)	Common Shares	3,139,533	(6)	3,139,533	I	See footnote(2)

Explanation of Responses:

1. On July 25, 2025, the Jeremy M. Sclar 2012 Irrevocable Family Trust (the "JS Trust") exercised 697,674 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 the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.

2. Held through the JS Trust, a trust formed under a trust instrument governed by the laws of the Commonwealth of Massachusetts. Mr Sclar's spouse is one of the trustees of the JS Trust.

3. On July 25, 2025, the JS Trust exercised 697,674 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 the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.

4. On July 25, 2025, the JS Trust exercised 697,674 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 the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.

5. Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.

6. On July 29, 2025, the JS Trust acquired a warrant to purchase 3,139,533 Common Shares at an exercise price of $1.25 per share. The purchase price for the warrant was $0.1875 per Common Share underlying the warrant. The warrant is currently exercisable and expires five years after the date of issuance.

	/s/ Jeremy M. Sclar	09/08/2025
	** 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).
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FAQ

What insider transactions did Jeremy M. Sclar report for PMN?

The filing shows the JS Trust exercised three warrant tranches of 697,674 warrants each into common shares on 07/25/2025 and acquired a warrant for 3,139,533 shares on 07/29/2025; it also shows a disposition of 65,000 shares via Crocker Mountain LLC.

At what price were the Tranche A, B and C warrants exercised?

Although original exercise prices were $2.02 for Tranches A and B and $2.50 for Tranche C, the JS Trust exercised all three tranches at an accepted exercise price of $0.83518 per share.

What are the terms of the large warrant acquired by the JS Trust?

The JS Trust purchased a warrant covering 3,139,533 common shares with an exercise price of $1.25 per share; the purchase price for the warrant was $0.1875 per underlying share and the warrant expires five years after issuance.

How are Mr. Sclar's holdings held or controlled according to the filing?

Holdings are reported indirectly: through the Jeremy M. Sclar 2012 Irrevocable Family Trust (JS Trust) and through Crocker Mountain LLC, of which Mr. Sclar is the sole manager; the JS Trust has Mr. Sclar's spouse as a trustee.

How many shares did the JS Trust beneficially own following the reported transactions?

The filing lists incremental beneficial ownership totals after each exercise: 2,315,111; 3,012,785; and 3,710,459 common shares for the respective entries, reflecting cumulative indirect holdings.