ProMIS Neurosciences Inc. received an updated ownership report showing that Great Point Partners, LLC, Dr. Jeffrey R. Jay and Ms. Lillian Nordahl beneficially own 409,648 common shares, representing 9.99% of the outstanding class.
The filing explains that this stake includes 238,894 common shares issuable upon exercise of various warrants, which are subject to a 9.99% Beneficial Ownership Cap that limits how many shares can be exercised. The report details warrants held through Biomedical Value Fund, L.P. and Biomedical Offshore Value Fund, Ltd. and notes that Great Point, Dr. Jay and Ms. Nordahl may be deemed beneficial owners through their roles, while they disclaim beneficial ownership beyond their pecuniary interests. The reporting group certifies the securities are not held to change or influence control of ProMIS.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
ProMIS Neurosciences Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
74346M505
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
409,648.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
409,648.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
409,648.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
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
409,648.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
409,648.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
409,648.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
409,648.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
409,648.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
409,648.00
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)
9.99 %
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 February 17, 2026, a copy of which is filed with this SCHEDULE 13G/A 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:
409,648
(b)
Percent of class:
9.99 %
(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:
409,648
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
409,648
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 2,391,294 shares outstanding, which is the sum of (i) 53,811,110 common shares outstanding as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 12, 2025, but giving effect to the 1:25 reverse stock split effective November 28, 2025 reported by the Issuer in its Form 8-K filed on November 19, 2025, resulting in 2,152,444 post-split shares (ii) 238,894 shares of Common Stock issuable upon exercise of Warrants held by the reporting persons (subject to the Beneficial Ownership Cap and after giving effect to the same 1:25 reverse stock split).
The reporting persons hold in the aggregate Pre-Funded Warrants to purchase 18,691 shares of Common Stock and Warrants to purchase 390,957 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, an aggregate of 238,894 shares underlying such Warrants are beneficially owned by the reporting persons.
Biomedical Value Fund, L.P. ("BVF") is the record holder of Warrants to purchase 282,657 shares of Common Stock (the "BVF Warrants"). As a result of the Beneficial Ownership Cap, 164,837 shares underlying such Warrants are exercisable, which constitutes 6.89% 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 Warrants to purchase 126,991 shares of Common Stock (the "BOVF Warrants"). As a result of the Beneficial Ownership Cap, 74,057 shares underlying such Warrants are exercisable, which constitutes 3.10% 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:
02/17/2026
Dr. Jeffrey R. Jay, M.D.
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D
Date:
02/17/2026
Ms. Lillian Nordahl
Signature:
/s/ Ms. Lillian Nordahl
Name/Title:
Ms. Lillian Nordahl
Date:
02/17/2026
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/A to which this Exhibit is attached, and such SCHEDULE 13G/A is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such SCHEDULE 13G/A 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: February 17, 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
What percentage of ProMIS Neurosciences (PMN) shares does Great Point Partners report owning?
Great Point Partners and related persons report beneficial ownership of 9.99% of ProMIS Neurosciences’ common shares. This corresponds to 409,648 shares, based on 2,391,294 shares outstanding after giving effect to a 1:25 reverse stock split and certain warrant holdings.
How many ProMIS Neurosciences (PMN) shares are beneficially owned under this Schedule 13G/A?
The reporting persons disclose beneficial ownership of 409,648 common shares of ProMIS Neurosciences. This figure includes both outstanding shares and 238,894 shares issuable upon exercise of warrants, all calculated under a 9.99% Beneficial Ownership Cap applied to the total shares outstanding.
What is the Beneficial Ownership Cap mentioned in the ProMIS Neurosciences (PMN) filing?
The Beneficial Ownership Cap limits warrant exercises so the holder’s beneficial ownership does not exceed 9.99% of ProMIS shares. Because of this cap, only 238,894 shares underlying 390,957 total warrant shares are currently counted as beneficially owned by the reporting persons.
Which funds hold the ProMIS Neurosciences (PMN) warrants for Great Point Partners?
Warrants are held by Biomedical Value Fund, L.P. and Biomedical Offshore Value Fund, Ltd. BVF holds warrants for 282,657 shares, with 164,837 currently exercisable, while BOVF holds warrants for 126,991 shares, with 74,057 exercisable, all subject to the 9.99% cap.
Do the reporting persons seek to influence control of ProMIS Neurosciences (PMN)?
The filing certifies the securities were not acquired to change or influence control of ProMIS Neurosciences. It also states they are not held in connection with any transaction having that purpose or effect, other than certain activities related to director nominations under applicable rules.
Who are the reporting persons in the ProMIS Neurosciences (PMN) Schedule 13G/A amendment?
The reporting persons are Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl. Great Point is an investment adviser, while Dr. Jay and Ms. Nordahl are senior principals who may be deemed to share voting and investment power over the reported shares.
