ProMIS Neurosciences (PMN): Great Point group reports 7.66% beneficial stake

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. is reported to have 7.66% of its common shares beneficially owned by Great Point Partners, LLC together with Dr. Jeffrey R. Jay, M.D. and Ms. Lillian Nordahl, acting as a group. This beneficial ownership covers 736,881 common shares, including shares underlying certain warrants, with all voting and dispositive power held on a shared basis and no sole power reported.

The 7.66% figure is calculated against 9,618,424 shares of common stock deemed outstanding, consisting of 8,967,693 shares outstanding as of the company’s latest quarterly report plus 650,731 shares issuable upon exercise of warrants held by the reporting persons, subject to a 9.99% Beneficial Ownership Cap. The positions are held through Biomedical Value Fund, L.P. and Biomedical Offshore Value Fund, Ltd., for which Great Point serves as investment manager, and Dr. Jay and Ms. Nordahl may be deemed beneficial owners, while each disclaims ownership beyond any pecuniary interest.

Key Figures

Beneficially owned shares: 736,881 shares Ownership percentage: 7.66% Shares outstanding base: 9,618,424 shares +5 more

8 metrics

Beneficially owned shares 736,881 shares Shares of ProMIS Neurosciences common stock beneficially owned by the reporting persons

Ownership percentage 7.66% Portion of ProMIS Neurosciences common shares beneficially owned by the reporting group

Shares outstanding base 9,618,424 shares Total shares used to calculate the 7.66% ownership

Common shares outstanding 8,967,693 shares Common shares outstanding as reported in ProMIS Neurosciences’ Form 10-Q filed May 12, 2026

Warrant shares deemed outstanding 650,731 shares Shares issuable upon exercise of warrants held by the reporting persons included in the base

Beneficial Ownership Cap 9.99% Maximum beneficial ownership allowed under the warrant terms after any exercise

BVF common shares 56,859 shares ProMIS Neurosciences common shares held by Biomedical Value Fund, L.P.

BOVF common shares 29,291 shares ProMIS Neurosciences common shares held by Biomedical Offshore Value Fund, Ltd.

Key Terms

Beneficial Ownership Cap, Pre-Funded Warrants, Warrants, beneficial owner, +2 more

6 terms

Beneficial Ownership Cap financial

"the provisions of such Warrants restrict the exercise of such Warrants to the extent that... would beneficially own in excess of 9.99%... (the "Beneficial Ownership Cap")"

A beneficial ownership cap is a rule that limits how much of a company a single investor or related group can effectively control, even if legal ownership could be higher. Think of it as a speed limit for ownership that prevents any one party from accumulating a controlling stake; it matters to investors because it affects takeover risk, voting power, dilution, and potential returns by shaping who can influence corporate decisions.

Pre-Funded Warrants financial

"The reporting persons hold in the aggregate Pre-Funded Warrants to purchase 18,691 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Warrants financial

"Warrants to purchase 632,040 shares of Common Stock (together with the Pre-Funded Warrants referred to herein as the "Warrants")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

beneficial owner financial

"may be deemed to be the beneficial owner of the BVF Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Rule 13d-3 regulatory

"Such shares constitute 0.59% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Rule 13d-1(k)(1) regulatory

"file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act"

FAQ

What percentage of ProMIS Neurosciences (PMN) is owned by Great Point Partners and its affiliates?

Great Point Partners, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl report beneficial ownership of 7.66% of ProMIS Neurosciences’ common shares, corresponding to 736,881 shares, including warrant shares deemed outstanding under Rule 13d-3 and the Beneficial Ownership Cap.

How many ProMIS Neurosciences (PMN) shares are beneficially owned by the reporting group?

The reporting group beneficially owns 736,881 ProMIS Neurosciences common shares. This total includes both currently outstanding shares and shares issuable upon exercise of warrants that are counted as beneficially owned under Rule 13d-3, subject to a 9.99% Beneficial Ownership Cap.

What share count did the ProMIS Neurosciences (PMN) ownership percentage rely on?

The reported 7.66% ownership is based on 9,618,424 ProMIS Neurosciences shares. This combines 8,967,693 common shares outstanding from a May 12, 2026 Form 10-Q and 650,731 warrant shares held by the reporting persons, treated as outstanding for calculation purposes.

What is the Beneficial Ownership Cap mentioned for ProMIS Neurosciences (PMN) warrants?

The warrants held by the reporting persons include a 9.99% Beneficial Ownership Cap. This provision restricts warrant exercises that would cause the holder, its affiliates and any group members to beneficially own more than 9.99% of ProMIS Neurosciences’ common stock after exercise.

How are Biomedical Value Fund and Biomedical Offshore Value Fund related to ProMIS Neurosciences (PMN) holdings?

Biomedical Value Fund holds 56,859 shares and warrants for 429,483 shares, while Biomedical Offshore Value Fund holds 29,291 shares and warrants for 221,248 shares of ProMIS Neurosciences. Great Point Partners manages both funds and may be deemed a beneficial owner of these positions.

Do Dr. Jeffrey Jay and Ms. Lillian Nordahl personally control ProMIS Neurosciences (PMN) shares?

Dr. Jay and Ms. Nordahl have shared voting and investment power over 736,881 ProMIS Neurosciences shares through their roles at Great Point Partners but report 0 shares with sole voting or dispositive power and disclaim beneficial ownership beyond any pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 09:35 AM Accepted by SEC EDGAR 08/14/2026 - 09:35 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

PROMIS NEUROSCIENCES INC.

(Name of Issuer)

Common Shares, No Par Value per Share

(Title of Class of Securities)

74346M505

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 74346M505

1

Names of Reporting Persons

Great Point Partners, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 736,881.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 736,881.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

736,881.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.66 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): 74346M505

1

Names of Reporting Persons

Dr. Jeffrey R. Jay, M.D.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 736,881.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 736,881.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

736,881.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.66 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 74346M505

1

Names of Reporting Persons

Ms. Lillian Nordahl

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 736,881.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 736,881.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

736,881.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.66 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PROMIS NEUROSCIENCES INC.
(b)	Address of issuer's principal executive offices: Suite 200, 1920 Yonge Street Toronto, Ontario M4S 3E2
Item 2.
(a)	Name of person filing: Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl The Reporting Persons have entered into a Joint Filing Agreement, dated August 14, 2026, a copy of which is filed with this SCHEDULE 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 165 Mason Street, 3rd Floor Greenwich, CT 06830
(c)	Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)	Title of class of securities: Common Shares, No Par Value per Share
(e)	CUSIP No.: 74346M505
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 736,881
(b)	Percent of class: 7.66%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 736,881
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 736,881 Item 4 The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 9,618,424 shares outstanding, which is the sum of (i) 8,967,693 common shares outstanding as reported by the Issuer in its form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 12, 2026, and (ii) 650,731 shares of Common Stock issuable upon exercise of Warrants held by the reporting persons (subject to the Beneficial Ownership Cap). The reporting persons hold in the aggregate Pre-Funded Warrants to purchase 18,691 shares of Common Stock and Warrants to purchase 632,040 shares of Common Stock (together with the Pre-Funded Warrants referred to herein as the "Warrants"); however, the provisions of such Warrants restrict the exercise of such Warrants to the extent that, after giving effect to such exercise, the holder of the Warrants and its affiliates, together with any other person or entities with which such holder would constitute a group, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Cap"). As a result, all 650,731 shares underlying such Warrants are beneficially owned by the reporting persons. Biomedical Value Fund, L.P. ("BVF") is the record holder of 56,859 shares of Common Stock (the "BVF Shares"). Such shares constitute 0.59% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BVF is the record holder of Warrants to purchase an additional 429,483 shares of Common Stock (the "BVF Warrants"). As a result of the Beneficial Ownership Cap, 429,483 shares underlying such Warrants are exercisable, which constitutes 4.47% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. Great Point Partners, LLC ("Great Point") is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl"), as Managing Director of Great Point, has voting and investment power with respect to the BVF Shares, and therefore may be deemed to be the beneficial owner of the BVF Shares. Biomedical Offshore Value Fund, Ltd. ("BOVF") is the record holder of 29,291 shares of Common Stock (the "BOVF Shares"). Such shares constitute 0.30% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. BOVF is the record holder of Warrants to purchase an additional 221,248 shares of Common Stock (the "BOVF Warrants"). As a result of the Beneficial Ownership Cap, 221,248 shares underlying such Warrants are exercisable, which constitutes 2.30% of the shares of Common Stock outstanding, computed in accordance with Rule 13d-3. Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Shares. Each of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as Senior Managing Member of Great Point, and Ms. Lillian Nordahl ("Ms. Nordahl), as Managing Director of Great Point, has voting and investment power with respect to the BOVF Shares, and therefore may be deemed to be the beneficial owner of the BOVF Shares. Notwithstanding the above, Great Point, Dr. Jay and Ms. Nordahl disclaim beneficial ownership of the BVF Shares and the BOVF Shares except to the extent of their respective pecuniary interests.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Great Point Partners, LLC

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:	08/14/2026

Dr. Jeffrey R. Jay, M.D.

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D
Date:	08/14/2026

Ms. Lillian Nordahl

Signature:	/s/ Ms. Lillian Nordahl
Name/Title:	Ms. Lillian Nordahl
Date:	08/14/2026

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the SCHEDULE 13G to which this Exhibit is attached, and such SCHEDULE 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such SCHEDULE 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: August 14, 2026 Great Point Partners, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D., as Senior Managing Member Dr. Jeffrey R. Jay, M.D. By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl By: /s/ Ms. Lillian Nordahl Ms. Lillian Nordahl