[SCHEDULE 13G/A] ProMIS Neurosciences Inc. SEC Filing

Rhea-AI Filing Summary

On 31 Jul 2025 Shaf QIC LLC and its manager, Jonathan Shafmaster, filed Amendment No. 1 to Schedule 13G disclosing a 10.01 % beneficial stake in ProMIS Neurosciences Inc. (PMN).

Key details:

• Total securities reported: 10,534,639 Common Shares.
• Composition: 5,184,760 outstanding shares plus 5,349,879 shares underlying warrants.
• The warrants are subject to a 9.99 % ownership blocker, so fewer shares can currently be exercised; full ownership would reach 10.01 % of the 51,806,497 shares outstanding at 31 Jul 2025.
• All voting and dispositive power is solely held by the reporting persons; no shared power is indicated.
• The filing is made under Rule 13d-1(c) and includes a certification of passive intent—no present plans to influence control of the issuer.

The filing introduces a new >5 % shareholder and highlights potential dilution once the blocker constraint is lifted.

Positive

• A new 10 % beneficial owner signals confidence in ProMIS Neurosciences’ prospects
• Filing under passive Rule 13d-1(c) reduces immediate activism risk

Negative

• 5.35 M warrants represent a potential 10 % dilution overhang if the ownership blocker is waived or capacity grows

Insights

Financial Analyst

TL;DR: 10% stake disclosed; passive intent; warrants create future dilution risk.

This 13G/A shows Shaf QIC’s combined equity and warrant position would equal 10.01 % of PMN, signalling a sizable vote of confidence but also adding a potential 5.3 M-share overhang. Because the warrants cannot be exercised above 9.99 %, immediate voting influence stays capped. The passive Rule 13d-1(c) filing suggests no activist agenda. For valuation models, investors should consider possible dilution and the leverage a single holder gains as PMN seeks capital in the neurology pipeline.

Portfolio Manager

TL;DR: Neutral—large passive holder emerges; monitor warrant blocker expiry.

Entry of a 10 % owner seldom moves a micro-cap by itself, but it tightens the float and could improve secondary-market support. Yet, 5.35 M unexercised warrants equate to roughly 10 % additional supply that may cap long-term upside unless offset by value-creating catalysts. Because the filer certifies no intent to seek control, governance risk is minimal. Overall impact: watch dilution dynamics, not immediate strategy shifts.

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

(Title of Class of Securities)

74346M406

(CUSIP Number)

07/29/2025

(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. 74346M406

1

Names of Reporting Persons

Shaf QIC 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

NEW HAMPSHIRE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 10,534,639.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,534,639.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,534,639.00

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)

10.01 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Consists of (i) 5,184,760 Common Shares, no par value per share (the "Common Shares") and (ii) 5,349,879 Common Shares issuable upon exercise of warrants, none of which are currently exercisable. The reported warrants contain provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer's Common Shares (the "Beneficial Ownership Blocker"). However, the amounts reported in rows (5), (7) and (9) herein represent the number of Common Shares issuable upon exercise of the warrants in full, and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Common Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9). The percent of class was calculated based upon 51,806,497 Common Shares of the Issuer outstanding as of July 31, 2025, as reported by the Issuer on July 31, 2025.

SCHEDULE 13G

CUSIP No. 74346M406

1

Names of Reporting Persons

Jonathan Shafmaster

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 10,534,639.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 10,534,639.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,534,639.00

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)

10.01 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Consists of (i) 5,184,760 Common Shares and (ii) 5,349,879 Common Shares issuable upon exercise of warrants, none of which are currently exercisable. The reported warrants contain provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining the Beneficial Ownership Blocker. However, the amounts reported in rows (5), (7) and (9) herein represent the number of Common Shares issuable upon exercise of the warrants in full, and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Common Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9). The percent of class was calculated based upon 51,806,497 Common Shares of the Issuer outstanding as of July 31, 2025, as reported by the Issuer on July 31, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ProMIS Neurosciences Inc.
(b)	Address of issuer's principal executive offices: 1920 YONGE STREET SUITE 200 TORONTO, A6, M4S 3E2
Item 2.
(a)	Name of person filing: Shaf QIC LLC
(b)	Address or principal business office or, if none, residence: 158 SHATTUCK WAY, NEWINGTON, NH, 03801
(c)	Citizenship: New Hampshire
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 74346M406
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: The information in Item 1 and Items 5 through 11 on the cover pages of this Schedule 13G regarding ownership as of the date of this filing is incorporated herein by reference.
(b)	Percent of class: 10.01%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 10,534,639
	(ii) Shared power to vote or to direct the vote:
	(iii) Sole power to dispose or to direct the disposition of: 10,534,639
	(iv) Shared power to dispose or to direct the disposition of:
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.

Shaf QIC LLC

Signature:	/s/ Jonathan Shafmaster
Name/Title:	Manager
Date:	07/31/2025

Jonathan Shafmaster

Signature:	/s/ Jonathan Shafmaster
Name/Title:	Jonathan Shafmaster
Date:	07/31/2025

FAQ

How many ProMIS Neurosciences (PMN) shares does Shaf QIC LLC own?

The filing reports 10,534,639 shares (5.18 M common + 5.35 M warrant shares).

What percentage of PMN’s outstanding shares does this represent?

10.01 % of the 51,806,497 shares outstanding as of 31 Jul 2025.

Are the warrants currently exercisable?

No. A 9.99 % beneficial-ownership blocker prevents exercise that would push ownership above that threshold.

Does Shaf QIC intend to influence control of ProMIS Neurosciences?

The Rule 13d-1(c) filing and certification state the stake is passive with no intent to influence control.

Who signed the Schedule 13G/A?

Jonathan Shafmaster signed on behalf of Shaf QIC LLC and in his personal capacity on 31 Jul 2025.

Why is this filing important to PMN investors?

It reveals a new 10 % shareholder and flags potential dilution if 5.35 M warrants are exercised.