ProMIS (PMN) Insider Executes Warrants at Discount, Acquires 3.14M-Share Warrant

Rhea-AI Filing Summary

Jeremy M. Sclar 2012 Irrevocable Family Trust reported a series of warrant exercises and a warrant purchase in ProMIS Neurosciences (PMN). On 07/25/2025 the JS Trust exercised three tranches of purchase warrants, each for 697,674 common shares, for a total of 2,093,022 shares, at an agreed exercise price of $0.83518 per share instead of the original scheduled prices of $2.02 and $2.50. Following those exercises the Trust reported beneficial ownership totals rising in steps to 3,710,459 shares. On 07/29/2025 the Trust acquired a new warrant to purchase 3,139,533 common shares at $1.25 per share (the warrant was purchased at $0.1875 per underlying share and expires in five years).

Positive

• Insider increased actual ownership: JS Trust exercised warrants that resulted in immediate issuance of 2,093,022 common shares on 07/25/2025.
• Acquired long-dated optionality: Purchase of a warrant for 3,139,533 shares exercisable for five years at $1.25 provides the Trust with flexibility to increase ownership later.

Negative

• Potential dilution: The new warrant and recently exercised shares increase the number of shares outstanding or potentially issuable, which could dilute existing shareholders if exercised.
• Exercise price concessions: Warrants originally exercisable at $2.02 and $2.50 were exercised at $0.83518 per share, representing a material reduction from originally scheduled prices.

Insights

Securities Analyst

TL;DR: Insider significantly increased exercisable exposure to PMN shares via discounted warrant exercises and purchased a large five-year warrant.

The JS Trust executed three warrant tranches on 07/25/2025, each for 697,674 shares, at an aggregate exercise price of $0.83518 per share, replacing higher scheduled exercise prices. Those exercises added 2,093,022 common shares immediately deliverable. The filing also shows a 07/29/2025 acquisition of a warrant covering 3,139,533 shares exercisable at $1.25 and expiring five years from issuance; the purchase price of that warrant equates to $0.1875 per underlying share. These actions materially raise the Trust's potential and actual share exposure and could affect future share supply if exercised.

Corporate Governance Expert

TL;DR: Director-level reporting person increased ownership and secured long-dated optionality, a notable insider alignment and governance signal.

The reporting person is identified as a director and filed as the Jeremy M. Sclar 2012 Irrevocable Family Trust. The Trust's exercises converted warrants into common shares at an agreed reduced exercise price, and the later purchase of a 3,139,533-share warrant provides extended optionality for five years. From a governance standpoint, this shows active insider participation in equity financing and ownership changes that stakeholders should monitor for voting and dilution implications.

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).

1. Name and Address of Reporting Person^*

Jeremy M. Sclar 2012 Irrevocable Family Trust

(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	D
Common Shares, no par value	07/25/2025		X(2)		697,674	A	(2)	3,012,785	D
Common Shares, no par value	07/25/2025		X(3)		697,674	A	(3)	3,710,459	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	D
Tranche B Common Share Purchase Warrants	(2)	07/25/2025		X			697,674	(2)	(2)	Common Shares	697,674	$0	0	D
Tranche C Common Share Purchase Warrants	(3)	07/25/2025		X			697,674	(3)	(3)	Common Shares	697,674	$0	0	D
Warrant to Purchase Common Shares	(4)	07/29/2025		P		3,139,533		(4)	(4)	Common Shares	3,139,533	(4)	3,139,533	D

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. 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.

3. 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.

4. 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.

	Jeremy M. Sclar 2012 Irrevocable Family Trust By: /s/ Richard A. Marks, Trustee	09/30/2025
	** 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

What transactions did the JS Trust report for PMN on Form 4?

The JS Trust exercised three warrant tranches on 07/25/2025 totaling 2,093,022 common shares at $0.83518 per share and purchased a warrant for 3,139,533 shares on 07/29/2025.

How many shares are underlying the new warrant acquired by the Trust?

The warrant acquired on 07/29/2025 covers 3,139,533 common shares, exercisable at $1.25 per share and expiring five years after issuance.

At what price were the tranche warrants exercised?

The Tranche A, B, and C warrants were exercised in full at an agreed exercise price of $0.83518 per share.

What is the reporting person's relationship to ProMIS Neurosciences (PMN)?

The filing identifies the reporting person as a director and not as an officer; the filing was made by one reporting person (the JS Trust).

What was the purchase cost of the new warrant on a per-share-underlying basis?

The purchase price for the 3,139,533-share warrant was $0.1875 per Common Share underlying the warrant.