UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
ProMIS Neurosciences Inc.
(Name of Issuer)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
74346M117
(CUSIP Number)
October 11, 2022
(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)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES OF REPORTING PERSONS
Michael S. Gordon | |||||
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 of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
912,536 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
912,536 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
912,536 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
IN |
1. |
NAMES OF REPORTING PERSONS
Title 19 Investments 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 | ||||
6. | SHARED VOTING POWER
257,812 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
257,812 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,812 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
1. |
NAMES OF REPORTING PERSONS
Title 19 Acies | |||||
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 | ||||
6. | SHARED VOTING POWER
48,333 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
48,333 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,333 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
1. |
NAMES OF REPORTING PERSONS
Title 19 Promis | |||||
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 | ||||
6. | SHARED VOTING POWER
606,391 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
606,391 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
606,391 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
Schedule 13G
Explanatory Note:
This Schedule 13G is filed jointly on behalf of Michael S. Gordon, Title 19 Investments LLC, a Delaware limited liability company (Title 19 Investments), Title 19 Acies, a series of a Delaware limited liability company (Title 19 Acies), and Title 19 Promis, a series of a Delaware limited liability company (Title 19 Promis, and collectively with Mr. Gordon, Title 19 Investments and Title 19 Acies, the Reporting Persons), pursuant to Rule 13d-1(c). Prior to the effective date of the registration of the Issuers common shares, no par value per share (Common Shares), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, in July of 2021, (i) Title 19 Investments acquired (a) 12,375,000 Common Shares, representing 206,250 Common Shares following a 60:1 stock split (the Stock Split) of the Issuer that occurred in June 2022 and (b) 3,093,750 warrants to purchase Common Shares, representing 51,562 warrants to purchase Common Shares following the Stock Split, each exercisable to purchase one Common Share, (ii) Title 19 Acies acquired 2,900,000 Common Shares, representing 48,333 Common Shares following the Stock Split and (iii) Title 19 Promis acquired 30,000,000 Series 1 Preferred Shares (Series 1 Preferred Shares) of the Issuer, each initially convertible into one Common Share in accordance with the terms of the Series 1 Preferred Shares and, as a result of the Stock Split, now convertible into an aggregate of 500,000 Common Shares. On October 11, 2022, Title 19 Promis acquired 106,391 Common Shares in a private placement conducted by the Issuer. Such acquisition was not done with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).
Item 1.
(a) | Name of Issuer |
The name of the Issuer is ProMIS Neurosciences Inc.
(b) | Address of Issuers Principal Executive Offices |
The principal executive offices of the Issuer are located at Suite 200, 1920 Yonge Street, Toronto, Ontario.
Item 2.
(a) | Name of Person Filing |
This statement is filed by the Reporting Persons.
(b) | Address of the Principal Office or, if none, residence |
The address of the Reporting Persons is c/o JDJFOS, 2 Oliver Street, Suite 905, Boston, MA 02109.
(c) | Citizenship |
Mr. Gordon is a citizen of the United States of America. Title 19 Investments is a Delaware limited liability company. Title 19 Acies and Title 19 Promis are series of a Delaware limited liability company.
(d) | Title of Class of Securities |
The Schedule 13G statement relates to Common Shares of the Issuer.
(e) | CUSIP Number |
The CUSIP number for the Common Stock is 74346M117.
Item 3.
If this statement is filed pursuant to Sec. 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 association 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); |
(k) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Not Applicable. See Explanatory Note above.
Item 4. | Ownership |
A. | Michael S. Gordon |
(i) | Mr. Gordon may be deemed the beneficial owner of 912,536 Common Shares, consisting of (a) 206,250 Common Shares (the August 2021 Common Shares) owned by Title 19 Investments and 51,562 Common Shares underlying warrants (the March 2022 Warrants) owned by Title 19 Investments to purchase Common Shares, which are currently exercisable, (b) 106,391 Common Shares (the October 2022 Common Shares) owned by Title 19 Promis and 500,000 Common Shares underlying 30,000,000 Series 1 Preferred Shares (the March 2022 Series 1 Preferred Shares) owned by Title 19 Promis, which are currently convertible and (c) 48,333 Common Shares (the Title 19 Acies Common Shares) owned by Title 19 Acies. Mr. Gordon is the sole manager of each of Title 19 Investments, Title 19 Acies and Title 19 Promis. |
(ii) | Mr. Gordon may be deemed the beneficial owner of 10.0% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Series 1 Preferred Shares and the Common Shares underlying the March 2022 Warrants. |
(iii) | Number of Common Shares to which such person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 912,536 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 912,536 |
B. | Title 19 Investments |
(i) | Title 19 Investments may be deemed to be the beneficial owner of 257,812 Common Shares, consisting of the August 2021 Common Shares and the Common Shares underlying the March 2022 Warrants. |
(ii) | Title 19 Investments may be deemed the beneficial owner of 3.0% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Warrants. |
(iii) | Number of Common Shares to which such person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 257,812 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 257,812 |
C. | Title 19 Acies |
(i) | Title 19 Acies may be deemed to be the beneficial owner of the Title 19 Acies Common Shares. |
(ii) | Title 19 Acies may be deemed the beneficial owner of 0.6% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022. |
(iii) | Number of Common Shares to which such person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 48,333 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 48,333 |
D. | Title 19 Promis |
(i) | Title 19 Promis may be deemed to be the beneficial owner of 606,391 Common Shares, consisting of the October 2022 Common Shares and the Common Shares underlying the March 2022 Series 1 Preferred Shares. |
(ii) | Title 19 Promis may be deemed the beneficial owner of 6.7% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Series 1 Preferred Shares. |
(iii) | Number of Common Shares to which such person has: |
i. | Sole power to vote or to direct the vote: 0 |
ii. | Shared power to vote or to direct the vote: 606,391 |
iii. | Sole power to dispose or to direct the disposition of: 0 |
iv. | Shared power to dispose or to direct the disposition of: 606,391 |
Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable
Item 6. | Ownership of More than Five 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. |
Not Applicable
Item 8. | Identification and Classification of Members of the Group. |
See Exhibit A attached hereto.
Item 9. | Notice of Dissolution of Group. |
Not Applicable
Item 10. | Certification |
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.
Dated: October 21, 2022
/s/ Michael S. Gordon |
Michael S. Gordon |
TITLE 19 INVESTMENTS LLC |
TITLE 19 ACIES |
TITLE 19 PROMIS |
By: | /s/ Michael S. Gordon | |
Name: Michael S. Gordon | ||
Title: Manager |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any amendments thereto, the 13G) with respect to the common shares, no par value per share, of ProMIS Neurosciences Inc., a Canadian corporation. This Joint Filing Agreement shall be filed as an Exhibit to the 13G. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.
EXECUTED as of this 21st day of October, 2022.
/s/ Michael S. Gordon |
Michael S. Gordon |
TITLE 19 INVESTMENTS LLC |
TITLE 19 ACIES |
TITLE 19 PROMIS |
By: | /s/ Michael S. Gordon | |
Name: Michael S. Gordon | ||
Title: Manager |
Exhibit A
1. | Michael S. Gordon |
2. | Title 19 Investments LLC |
3. | Title 19 Acies |
4. | Title 19 Promis |