Promis Neuroscie SEC Filings

ProMIS Neurosciences (PMN) received a joint Schedule 13G/A disclosing that Great Point Partners, LLC, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl collectively beneficially own 3,334,520 common shares, representing 9.99% of the class based on 33,378,582 shares outstanding. The reporting persons hold shared voting and dispositive power over all reported shares and disclose an aggregate of 2,645,128 shares held outright plus Pre-Funded Warrants and Warrants subject to a Beneficial Ownership Cap.

The filing explains 689,392 shares are currently exercisable under the warrants because of the ownership cap, and the Reporting Persons timely executed a Joint Filing Agreement dated August 14, 2025 to file this Schedule 13G/A jointly.

ProMIS Neurosciences (PMN) Form 3: The filing shows initial beneficial ownership by Shaf QIC LLC and Shafmaster Jonathan, each identified as a director and 10% owner. The report discloses 5,184,760 common shares held directly and three classes of warrants exercisable into common shares: 100,000 shares at $7.50 (exercisable 04/11/2028), 1,063,830 shares at $1.75 (exercisable 02/23/2029), and 4,186,049 shares at $1.25 (exercisable 07/29/2030). Some warrants include a 9.99% ownership exercise limitation.

ProMIS Neurosciences (PMN) Schedule 13G/A: This amendment is a joint filing by Michael S. Gordon and Title 19 Promis disclosing shared beneficial ownership of 4,886,108 common-share-equivalents, representing 9.0% of the outstanding common stock on the calculation basis provided. The reported position aggregates actual common shares, warrants exercisable into common shares and preferred shares that converted into common shares following a qualified financing. The filing states the securities were not acquired to change or influence control of the company and that Mr. Gordon and Title 19 Promis share voting and dispositive power but hold no sole voting or dispositive power.

Title 19 Promis exercised purchase warrants to acquire common shares of ProMIS Neurosciences (PMN). On 07/25/2025 the reporting person exercised 119,800 Tranche A warrants, 119,800 Tranche B warrants and 119,800 Tranche C warrants, each exercised for one common share at an adjusted exercise price of $0.83518 per share (original tranche exercise prices were $2.02 for A and B, $2.50 for C). Each exercise resulted in issuance of 119,800 common shares per tranche, zero cash price reported for derivative value, and 345,316 common shares reported as beneficially owned following the transactions. The Form 4/A corrects an inadvertent prior disclosure of the exercise price. The remarks state that, based on the issuer's reported outstanding shares of 51,806,497, the reporting person’s ownership dropped below 10%.

ProMIS Neurosciences (PMN) form 4/A reports that Michael S. Gordon, as sole manager of Title 19 Promis, exercised a total of 359,400 common share purchase warrants on July 25, 2025. Each tranche consisted of 119,800 warrants exercisable into one common share. The exercised warrants were originally exercisable at higher stated prices but were accepted by the issuer at an exercise price of $0.83518 per share instead of their original stated exercise prices. Following these transactions, the reporting person beneficially owns common shares convertible from the exercised warrants and, based on the issuer's August 13, 2025 disclosure of 51,806,497 shares outstanding, the reporting person’s ownership percentage fell below 10% as of the amended filing date. The amendment corrects an earlier misreported exercise price.

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.

ProMIS Neurosciences registered 5,083,128 common shares for issuance under its employee equity plans: 2,136,409 reserved under the existing 2015 Stock Option Plan and 2,946,719 newly reserved under the 2025 Stock Option and Incentive Plan. The 2025 Plan was approved by the board and by stockholders and became effective on shareholder approval, replacing the 2015 Plan for future awards while the 2015 Plan continues to govern previously granted awards. The company previously registered 1,439,105 shares under the 2015 Plan. The registration incorporates the company’s annual, proxy and recent quarterly and current reports by reference and describes indemnification protections for directors and officers under Ontario law and the company’s bylaws.

ProMIS Neurosciences filed a Form S-3 shelf registration to offer up to $50,000,000 of securities, including common shares, preferred shares, subscription receipts, debt, warrants and units. The filing expressly includes a sales agreement prospectus for up to $17,988,524 of common shares that may be sold under an at-the-market agreement with H.C. Wainwright & Co., LLC, and notes that any unsold portion of that $17,988,524 is available for other offerings under the $50,000,000 shelf.

ProMIS states its lead therapeutic, PMN310, is in a Phase 1b clinical trial and lists PMN267 and PMN442 as additional candidates. The company says net proceeds will generally be used to advance PMN310 and for working capital and corporate purposes. The prospectus confirms ProMIS common shares trade on Nasdaq under the symbol PMN and reports an August 11, 2025 closing price of $0.628.

The document discloses corporate facts including a 60:1 reverse share split in 2022 and that ProMIS is an emerging growth company and a smaller reporting company. It also highlights material risks disclosed in the prospectus, including liquidity/going-concern concerns and the potential illiquidity of certain securities that may not be listed.