ProMIS Neurosciences (PMN) Schedule 13G/A: Great Point Reports 9.99% Stake

Rhea-AI Filing Summary

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.

Positive

• Disclosure of a near-10% stake (9.99%) provides transparency to the market
• Joint Filing Agreement dated August 14, 2025 formalizes reporting responsibilities
• Details on warrant holdings and Beneficial Ownership Cap clarify actual exercisable shares (689,392)

Negative

• Ownership is reported as shared rather than sole voting/dispositive power, which may limit direct control signals
• Beneficial Ownership Cap restricts exercisable warrants, limiting immediate ability to increase economic ownership above 9.99%

Insights

Financial Analyst

TL;DR: Great Point and related persons report a near-10% stake (9.99%), including capped warrant exposure, a material disclosure for investors.

The Schedule 13G/A shows a significant passive stake under Rule 13d-1, with 3,334,520 shares equal to 9.99% of outstanding common stock. The reporting group combines outright holdings and warrant positions subject to a Beneficial Ownership Cap that limits exercisable shares to 689,392 for purposes of the percent calculation. For investors, this disclosure clarifies ownership concentration and the mechanics preventing automatic further dilution from warrant exercise.

Corporate Governance Expert

TL;DR: Shared voting/dispositive power is disclosed; joint filing formalizes responsibility and transparency among reporting persons.

The filing records that voting and disposition authority over the reported shares is shared across Great Point, Dr. Jay and Ms. Nordahl rather than held solely. A Joint Filing Agreement dated August 14, 2025 is attached, assigning joint filing responsibilities while disclaiming beneficial ownership beyond pecuniary interests where applicable. This aligns with standard governance disclosure practice for large passive holders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ProMIS Neurosciences (PMN) shares do Great Point and related persons report?

They report beneficial ownership of 3,334,520 shares, representing 9.99% of the class.

What is the basis for the 9.99% calculation in the Schedule 13G/A for PMN?

The percent is based on 33,378,582 shares outstanding, which includes 32,689,190 reported common shares plus 689,392 shares issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).

Do the reporting persons have sole voting power over the reported PMN shares?

No. The filing discloses 0 sole voting power and 3,334,520 shared voting power.

What role do warrants and the Beneficial Ownership Cap play in this filing?

The reporting persons hold Pre-Funded Warrants and Warrants, but the Beneficial Ownership Cap limits exercisable warrants so that only 689,392 shares are counted as beneficially owned for the percent calculation.

When was the Joint Filing Agreement executed for this Schedule 13G/A?

The Joint Filing Agreement among the reporting persons is dated August 14, 2025.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2025 - 05:12 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

ProMIS Neurosciences Inc.

(Name of Issuer)

Common Shares, no par value per share

(Title of Class of Securities)

74346M406

(CUSIP Number)

06/30/2025

(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

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 3,334,520.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,334,520.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,520.00

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. 74346M406

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 3,334,520.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,334,520.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,520.00

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. 74346M406

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 3,334,520.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,334,520.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,334,520.00

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 August 14, 2025, 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.: 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: 3,334,520
(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: 3,334,520
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 3,334,520 The percentage set forth in Row (11) of the cover pages for the Reporting Persons are based on a total of 33,378,582 shares outstanding, which is the sum of (i) 32,689,190 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, 2025 and (ii) 689,392 shares of Common Stock issuable upon exercise of Warrants held by the reporting persons (subject to the Beneficial Ownership Cap). Biomedical Value Fund, L.P. ("BVF") is the record holder of 1,772,236 shares of Common Stock (the "BVF Shares"). Such shares constitute 5.31% 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 6,656,814 shares of Common Stock (the "BVF Warrants"). As a result of the Beneficial Ownership Cap, 448,105 shares underlying such Warrants are exercisable, which constitutes 1.34% 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 872,892 shares of Common Stock (the "BOVF Shares"). Such shares constitute 2.62% 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 3,584,436 shares of Common Stock (the "BOVF Warrants"). As a result of the Beneficial Ownership Cap, 241,287 shares underlying such Warrants are exercisable, which constitutes 0.72% 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. 1. Great Point Partners, LLC (a) Amount beneficially owned: 3,334,520 (b) Percent of class: 9.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,334,520 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,334,520 2. Dr. Jeffrey R. Jay, M.D. (a) Amount beneficially owned: 3,334,520 (b) Percent of class: 9.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,334,520 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,334,520 3. Ms. Lillian Nordahl (a) Amount beneficially owned: 3,334,520 (b) Percent of class: 9.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 3,334,520 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,334,520 In addition to an aggregate of 2,645,128 shares of the Issuer's common stock (the "Common Stock") in the aggregate held outright, the reporting persons hold in the aggregate Pre-Funded Warrants to purchase 467,289 shares of Common Stock and Warrants to purchase 9,773,961 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 689,392 shares underlying such Warrants are beneficially owned by the reporting persons. Based on a total of 33,378,582 shares outstanding, which is the sum of (i) 32,689,190 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, 2025 and (ii) 689,392 shares of Common Stock issuable upon exercise of Warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
Item 5.	Ownership of 5 Percent or Less of a Class.
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:	08/14/2025

Dr. Jeffrey R. Jay, M.D.

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D
Date:	08/14/2025

Ms. Lillian Nordahl

Signature:	/s/ Ms. Lillian Nordahl
Name/Title:	Ms. Lillian Nordahl
Date:	08/14/2025

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: August 14, 2025 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