Trails Edge discloses 9.9% ProMIS Neurosciences (PMN) ownership stake

Rhea-AI Filing Summary

ProMIS Neurosciences Inc. disclosed that investment entities affiliated with Trails Edge Capital Partners and Ortav Yehudai have filed a Schedule 13G reporting a 9.9% beneficial stake in its common shares as of February 3, 2026.

The filing shows beneficial ownership of 933,477 shares, consisting of 557,103 common shares and 376,374 shares underlying warrants, held through Trails Edge Biotechnology Master Fund. An additional 180,729 warrant shares are excluded due to a 9.99% ownership cap. Ownership percentages are based on 8,967,740 ProMIS common shares outstanding. The filers certify the holdings are not for changing or influencing control.

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)

02/03/2026

(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)

SCHEDULE 13G

CUSIP No. 74346M505

1

Names of Reporting Persons

Trails Edge Capital Partners, LP

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 933,477.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 933,477.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

933,477.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 74346M505

1

Names of Reporting Persons

Trails Edge Biotechnology Master Fund, LP

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 933,477.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 933,477.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

933,477.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: See Item 4 for additional information.

SCHEDULE 13G

CUSIP No. 74346M505

1

Names of Reporting Persons

Ortav Yehudai

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 933,477.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 933,477.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

933,477.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: See Item 4 for additional information.

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, A6, M4S 3E2
Item 2.
(a)	Name of person filing: This report on Schedule 13G is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"), Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology"), and Ortav Yehudai ("Mr. Yehudai"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology, and Mr. Yehudai is the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers".
(b)	Address or principal business office or, if none, residence: The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326.
(c)	Citizenship: See Item 4 of the cover page of each Filer.
(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: As of February 3, 2026 (the "Event Date"), each Filer may be deemed to beneficially own an aggregate of 933,477 shares (the "Shares") of Common Stock, no par value per share (the "Common Stock"), of ProMIS Neurosciences Inc. (the "Issuer"). The 933,477 Shares reported as beneficially owned on this Schedule 13G by each Filer consists of (i) 557,103 Shares held directly by Trails Edge Biotechnology, (ii) 376,374 Shares underlying warrants (the "Warrants") held directly by Trails Edge Biotechnology. The securities beneficially owned by each Filer excludes 180,729 Shares underlying Warrants which contain an issuance limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after the exercise, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Filers) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants. As a result, Trails Edge Biotechnology beneficially owns 9.9% of the outstanding Shares of the Issuer as of the Event Date. Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 9.9% of the outstanding Shares of the Issuer as of the Event Date. Ownership percentages are based on approximately 8,967,740 shares of Common Stock outstanding, comprised of (i) 2,152,444 shares of Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 reported by the Issuer in Exhibit 99.1 to its Form 8-K filed with the SEC on November 24, 2025 and (ii) 6,815,296 shares of Common Stock reported by the Issuer as issued as of February 3, 2026 in the Issuer's Form 8-K filed with the SEC on January 30, 2026.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 933,477.00
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 933,477.00
	(iv) Shared power to dispose or to direct the disposition of: 0.00
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.
	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.

Trails Edge Capital Partners, LP

Signature:	/s/ Trails Edge Capital Partners, LLC, GP of Trails Edge Capital Partners, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge Capital Partners, LLC
Date:	02/10/2026

Trails Edge Biotechnology Master Fund, LP

Signature:	/s/ Trails Edge GP, LLC, GP of Trails Edge Biotechnology Fund GP, LP, GP of Trails Edge Biotechnology Master Fund, LP /s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Chief Investment Officer of Trails Edge GP, LLC
Date:	02/10/2026

Ortav Yehudai

Signature:	/s/ Ortav Yehudai
Name/Title:	Ortav Yehudai / Individual
Date:	02/10/2026

Exhibit Information

Exhibit 1- Joint Filing Agreement

FAQ

How many ProMIS Neurosciences (PMN) shares does Trails Edge report owning?

Trails Edge-associated filers report beneficial ownership of 933,477 ProMIS Neurosciences common shares. This total includes both common stock and warrant shares and reflects their economic and voting power in the company as of February 3, 2026, based on issuer-reported share counts.

What percentage of ProMIS Neurosciences (PMN) does the 933,477 shares represent?

The filers state that 933,477 shares represent 9.9% of ProMIS Neurosciences’ outstanding common shares. This percentage is calculated using 8,967,740 shares outstanding, combining earlier outstanding shares and additional shares reported issued as of February 3, 2026.

How is Trails Edge’s ProMIS Neurosciences (PMN) stake split between common shares and warrants?

The reported beneficial ownership includes 557,103 ProMIS common shares held directly and 376,374 shares underlying warrants. All are held through Trails Edge Biotechnology Master Fund, with investment authority attributed to Trails Edge Capital Partners and its Chief Investment Officer, Ortav Yehudai.

What additional ProMIS Neurosciences (PMN) warrants are excluded from Trails Edge’s beneficial ownership?

The filers exclude 180,729 ProMIS common shares underlying additional warrants. These warrants contain an issuance limitation preventing exercises that would push the filers’ beneficial ownership above 9.99% of outstanding shares immediately after warrant exercise, limiting further reportable ownership.

Why does Trails Edge’s ProMIS Neurosciences (PMN) filing mention a 9.99% ownership cap?

The warrants include a 9.99% beneficial ownership limitation, so they cannot be exercised if doing so would raise the filers’ stake above that threshold. This cap explains why 180,729 warrant shares are excluded and why the reported ownership remains at 9.9%.

What is Trails Edge Capital’s role in managing the ProMIS Neurosciences (PMN) position?

Trails Edge Capital Partners is described as the investment manager to Trails Edge Biotechnology Master Fund, which directly holds the ProMIS securities. Chief Investment Officer Ortav Yehudai is said to exercise voting and investment discretion, so each filer may be deemed to beneficially own the same 9.9% stake.

What intent regarding control of ProMIS Neurosciences (PMN) do the filers state?

The filers certify the securities were not acquired and are not held for changing or influencing control of ProMIS Neurosciences. They also state the holdings are not in connection with any control-related transaction, other than activities solely related to a nomination under the specified proxy rule.