PROMIS Neurosciences Inc. ownership disclosure: Great Point Partners, LLC, Dr. Jeffrey R. Jay, M.D. and Ms. Lillian Nordahl report shared beneficial ownership of 954,082 common shares, representing 9.99% of the class based on 9,550,373 shares outstanding.
The filing explains that the 9,550,373 base includes 8,967,693 common shares outstanding as reported by the issuer and 582,680 shares exercisable from warrants held by the reporting persons, limited by a Beneficial Ownership Cap that prevents exercise beyond 9.99%. Great Point states it is investment manager to related funds (BVF and BOVF) and the Reporting Persons disclaim beneficial ownership of those fund shares except to the extent of pecuniary interest. The Reporting Persons executed a Joint Filing Agreement dated May 15, 2026.
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Insights
Disclosure shows a coordinated 13G filing with a 9.99% beneficial cap.
The filing lists 954,082 shares as beneficially owned by Great Point Partners, Dr. Jay and Ms. Nordahl, equal to 9.99% of a stated 9,550,373 share base. It cites a Beneficial Ownership Cap that limits exercise of Warrants to avoid ownership exceeding 9.99%.
Key dependencies are the issuer-reported 8,967,693 outstanding common shares and the 582,680 warrant shares counted under the cap; subsequent amendments or issuer restatements could change the computed percentage.
Great Point acts as investment manager to related funds; reporting persons disclaim broader beneficial ownership.
The filing states Great Point is manager of BVF and BOVF, identifies BVF record shares (245,125) and BOVF record shares (126,277), and explains how the Beneficial Ownership Cap reduces exercisable warrant counts for those funds.
Because the statement ties beneficial ownership to managerial relationships and pecuniary interest disclaimers, the economic and voting exposure should be interpreted per the filing's precise attributions.
Key Figures
Beneficially owned shares:954,082 sharesPercent of class:9.99%Total share base:9,550,373 shares+4 more
7 metrics
Beneficially owned shares954,082 sharesReported by Great Point Partners and co-filers
Percent of class9.99%Computed on 9,550,373 shares outstanding
Total share base9,550,373 sharesSum of 8,967,693 outstanding common + 582,680 exercisable warrants
Common shares outstanding (issuer)8,967,693 sharesIssuer-reported in Annual Report cited in filing
Warrants counted under cap582,680 sharesWarrant shares beneficially owned by reporting persons subject to Beneficial Ownership Cap
BVF record shares245,125 sharesBVF record holder shares reported in filing
BOVF record shares126,277 sharesBOVF record holder shares reported in filing
"provisions of such Warrants restrict the exercise ... would beneficially own in excess of 9.99%"
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 Warrantsfinancial
"the reporting persons hold in the aggregate Pre-Funded Warrants to purchase 18,691 shares"
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.
Rule 13d-3regulatory
"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.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, dated May 15, 2026"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PROMIS NEUROSCIENCES INC.
(Name of Issuer)
Common Shares, No Par Value per Share
(Title of Class of Securities)
74346M505
(CUSIP Number)
03/31/2026
(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
954,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
954,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
954,082.00
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 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
954,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
954,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
954,082.00
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 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
954,082.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
954,082.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
954,082.00
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 May 15, 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 Number(s):
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:
954,082
(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:
954,082
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
954,082
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 9,550,373 shares outstanding, which is the sum of (i) 8,967,693 common shares outstanding as reported by the Issuer in Annual Report to Security Holders filed with the Securities and Exchange Commission (the "SEC") on April 9, 2026, and (ii) 582,680 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, an aggregate of 582,680 shares underlying such Warrants are beneficially owned by the reporting persons.
Biomedical Value Fund, L.P. ("BVF") is the record holder of 245,125 shares of Common Stock (the "BVF Shares"). Such shares constitute 2.57% 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, 384,569 shares underlying such Warrants are exercisable, which constitutes 4.03% 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 126,277 shares of Common Stock (the "BOVF Shares"). Such shares constitute 1.32% 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, 198,111 shares underlying such Warrants are exercisable, which constitutes 2.07% 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:
05/15/2026
Dr. Jeffrey R. Jay, M.D.
Signature:
/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:
Dr. Jeffrey R. Jay, M.D
Date:
05/15/2026
Ms. Lillian Nordahl
Signature:
/s/ Ms. Lillian Nordahl
Name/Title:
Ms. Lillian Nordahl
Date:
05/15/2026
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: May 15, 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) do Great Point Partners and affiliates report owning?
They report beneficial ownership of 954,082 shares, equal to 9.99% of the class based on 9,550,373 shares outstanding. This percentage reflects warrants counted subject to a Beneficial Ownership Cap.
How is the 9.99% ownership percentage calculated in the Schedule 13G filing?
The filing uses a base of 9,550,373 shares, comprising 8,967,693 reported outstanding common shares plus 582,680 shares exercisable from warrants held by the reporting persons, limited by the stated cap.
Do Great Point, Dr. Jay and Ms. Nordahl claim ownership of BVF and BOVF shares?
They state Great Point is investment manager of BVF and BOVF and that Dr. Jay and Ms. Nordahl have voting/investment power, but they disclaim beneficial ownership of those fund shares except to the extent of pecuniary interest.
What is the 'Beneficial Ownership Cap' referenced in the filing?
The filing describes a contractual cap that prevents exercise of warrants if, after exercise, the holder and affiliates would beneficially own in excess of 9.99% of outstanding shares. This reduces exercisable warrant counts reflected in the computation.
How many warrant shares are being counted for the reporting persons under the cap?
The filing states an aggregate of 582,680 shares underlying the reporting persons' warrants are beneficially owned for calculation purposes, after applying the Beneficial Ownership Cap.
