PMN insider sale of 48,333 shares; Title 19 Acies reassigned, ownership falls below 10%

Rhea-AI Filing Summary

On 03/13/2025 Michael S. Gordon reported changes in his beneficial ownership of ProMIS Neurosciences Inc. (PMN). The Form 4 shows a disposition of 48,333 common shares under Code J, and identifies indirect holdings of 2,435,029 shares through "Promis" and previously through "Title 19 Acies." The filing explains that Title 19 Aciess ownership was assigned to Skye Peak Partners LLC effective 01/01/2025 and management of that entity changed, removing Gordons investment control over those shares.

The Form notes that, based on the issuer's later filing showing 51,806,497 shares outstanding, Gordons ownership fell below 10% as of this Form 4 filing date; it also states Gordon held more than 10% when the Form 4 was originally due. The Form is signed 08/14/2025 and contains an explanatory remark about timing and ownership calculations.

Positive

• Disclosure of reassignment and management changes for Title 19 Acies is transparent and explained in the filing
• Reported specific amounts: disposition of 48,333 common shares and indirect ownership of 2,435,029 shares via Promis

Negative

• Late filing: Form is signed 08/14/2025 and remarks indicate timing issues relative to when the Form 4 was due
• Ownership threshold uncertainty: filing notes ownership dropped below 10% based on a later outstanding-share count, implying potential prior period reporting complexity

Insights

Securities Analyst

TL;DR: Insider reported a modest sale and a reallocation of indirect holdings that reduced his reported ownership below 10%.

The 48,333-share disposition is small relative to the issuers stated outstanding shares (51.8 million), so the direct market impact of this single reported sale is likely limited. The more material element is the reassignment of Title 19 Acies to Skye Peak Partners LLC effective 01/01/2025 and the accompanying change in management and investment control, which legally removes Gordons pecuniary interest in those shares. The filing also discloses a timing/filing issue: Gordon asserts he exceeded 10% when the Form 4 was due but, using the issuers later outstanding share count, his ownership is below 10% at filing. For investors, this is a disclosure of changing indirect ownership and a late-filed Form 4 rather than a large open-market liquidation.

Corporate Governance Expert

TL;DR: Governance change: transfer of management and loss of investment control over an entity holding PMN shares; disclosure timing is notable.

The assignment of Title 19 Acies to Skye Peak Partners LLC and replacement of Gordon as sole manager with two other managers alters the governance and control profile of the entity that held PMN shares. That change is explicitly stated to remove Gordons pecuniary interest in those shares. The remarks indicate ownership threshold calculations and a late-filed Form 4 (signed 08/14/2025), which is relevant for compliance review but not presented as a regulatory sanction or litigation. This filing should prompt internal review of reporting timeliness and confirm denominators used for ownership thresholds.

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^*

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		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks section.

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2025

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	03/13/2025		J(1)		48,333	D	(1)	0	I	By Title 19 Acies(2)
Common Shares, no par value								2,435,029	I	By Title 19 Promis(3)

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

Explanation of Responses:

1. On March 13, 2025, the ownership of Title 19 Acies, a series of a Delaware limited liability company, was assigned to Skye Peak Partners LLC, a Delaware limited liability company ("SPP"), effective as of January 1, 2025. In connection with such assignment, the management of Title 19 Acies changed from the Reporting Person as sole manager to Emmett Gordon and Michael Youniss as managers, and the Reporting Person does not otherwise have investment control over the shares of the Issuer held by SPP. Accordingly, the Reporting Person no longer has a pecuniary interest in shares of the Issuer held by Title 19 Acies.

2. By Title 19 Acies, of which the Reporting Person was the sole manager.

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

Remarks:

The Issuer's Form 10-Q filed on August 13, 2025 provides that as of such date, the Issuer had 51,806,497 Common Shares outstanding. Based on this number and other shares included in the denominator of the calculation of the Reporting Person's ownership, the Reporting Person's ownership has dropped below 10% as of the date of filing this late Form 4. However, based on the publicly available number of outstanding shares reported prior to when this Form 4 was due, the Reporting Person held more than 10% at such time the Form 4 was due.

	/s/ Michael S. Gordon	08/14/2025
	** Signature of Reporting Person	Date
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FAQ

What did Michael S. Gordon report on Form 4 for PMN?

The Form 4 reports a disposition of 48,333 common shares on 03/13/2025, and discloses indirect holdings of 2,435,029 shares via Title 19 Promis.

Why did Gordons reported ownership fall below 10%?

The filing states that after using the issuers reported outstanding share count of 51,806,497, Gordons ownership dropped below 10% as of the Form 4 filing date.

What change occurred with Title 19 Acies?

Title 19 Acies was assigned to Skye Peak Partners LLC effective 01/01/2025, and management changed from Gordon as sole manager to Emmett Gordon and Michael Youniss, removing Gordons investment control over those shares.

When was the Form 4 signed?

The Form 4 bears the reporting persons signature dated 08/14/2025.

Does the Form 4 indicate any derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.