0001104659-24-085369.txt : 20240802 0001104659-24-085369.hdr.sgml : 20240802 20240802161511 ACCESSION NUMBER: 0001104659-24-085369 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240731 FILED AS OF DATE: 20240802 DATE AS OF CHANGE: 20240802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sclar Jeremy M. CENTRAL INDEX KEY: 0001955608 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41429 FILM NUMBER: 241171167 MAIL ADDRESS: STREET 1: 33 BOYLSTON STREET STREET 2: SUITE 3000 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ProMIS Neurosciences Inc. CENTRAL INDEX KEY: 0001374339 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 200, 1920 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4S 3E2 BUSINESS PHONE: 416-847-6898 MAIL ADDRESS: STREET 1: SUITE 200, 1920 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4S 3E2 FORMER COMPANY: FORMER CONFORMED NAME: AMORFIX LIFE SCIENCES LTD DATE OF NAME CHANGE: 20060831 4 1 tm2420441-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-31 0 0001374339 ProMIS Neurosciences Inc. PMN 0001955608 Sclar Jeremy M. 33 BOYLSTON STREET, SUITE 3000 CHESTNUT HILL MA 02467 0 0 1 0 0 Common Shares, no par value 2024-07-31 4 P 0 697674 A 1467437 I By: Jeremy M. Sclar 2012 Irrevocable Family Trust Common Shares, no par value 2024-07-31 4 C 0 150000 A 1617437 I By JS Trust Common Shares, no par value 2024-07-31 4 C 0 150000 A 1155726 I By Crocker Mountain LLC Common Shares, no par value 65000 D Tranche A Common Share Purchase Warrants 2024-07-31 4 P 0 697674 A Common Shares 697674 697674 I See footnote Tranche B Common Share Purchase Warrants 2024-07-31 4 P 0 697674 A Common Shares 697674 697674 I See footnote Tranche C Common Share Purchase Warrants 2024-07-31 4 P 0 697674 A Common Shares 697674 697674 I See footnote Series 2 Preferred Shares, no par value 2024-07-31 4 C 0 150000 D Common Shares 150000 0 I See footnote Series 2 Preferred Shares, no par value 2024-07-31 4 C 0 150000 D Common Shares 150000 0 I See footnote On July 31, 2024, the Jeremy M. Sclar 2012 Irrevocable Family Trust acquired 697,674 units, each consisting of (a) one Common Share, (b) one Tranche A Common Share purchase warrant, (c) one Tranche B Common Share purchase warrant and (iv) one Tranche C Common Share purchase warrant, in a private placement (the "Offering") conducted by the Issuer. The purchase price for each Unit was $2.15 per Unit. Held through the Jeremy M. Sclar 2012 Irrevocable Family Trust, a trust formed under a trust instrument governed by the laws of the Commonwealth of Massachusetts ("JS Trust"). Mr Sclar's spouse is one of the trustees of the JS Trust. The Series 2 Preferred Shares involuntarily converted into Common Shares at a 1:1 ratio upon the closing of the Offering, which was a cumulative qualified equity financing in excess of $14 million. Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain. Consists of 697,674 Tranche A purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants are immediately exercisable beginning on the date that approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche A purchase warrants and the Common Shares upon the exercise thereof is received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 18 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with single ascending doses of PMN310. Consists of 697,674 Tranche B purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants are immediately exercisable beginning on the date that such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche B purchase warrants and the Common Shares upon the exercise thereof is received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 30 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with single ascending doses of PMN310. Consists of 697,674 Tranche C purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.50 per warrant share. These warrants are currently exercisable and expire on July 31, 2029. /s/ Jeremy M. Sclar 2024-08-02