0001104659-24-085375.txt : 20240802 0001104659-24-085375.hdr.sgml : 20240802 20240802161550 ACCESSION NUMBER: 0001104659-24-085375 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: Title 19 Promis CENTRAL INDEX KEY: 0002005531 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41429 FILM NUMBER: 241171200 BUSINESS ADDRESS: STREET 1: C/O JDJFOS, 2 OLIVER STREET STREET 2: SUITE 905 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-686-8672 MAIL ADDRESS: STREET 1: C/O JDJFOS, 2 OLIVER STREET STREET 2: SUITE 905 CITY: BOSTON STATE: MA ZIP: 02109 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 tm2420441-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-31 0 0001374339 ProMIS Neurosciences Inc. PMN 0002005531 Title 19 Promis C/O TROVE, 40 BROAD STREET BOSTON MA 02109 0 0 1 0 0 Common Shares, no par value 2024-07-31 4 P 0 465116 A 1575629 D Common Shares, no par value 2024-07-31 4 C 0 500000 A 2075629 D Tranche A Common Share Purchase Warrants 2024-07-31 4 P 0 465116 A Common Shares 465116 465116 D Tranche B Common Share Purchase Warrants 2024-07-31 4 P 0 465116 A Common Shares 465116 465116 D Tranche C Common Share Purchase Warrants 2024-07-31 4 P 0 465116 A Common Shares 465116 465116 D Series 2 Preferred Shares, no par value 2024-07-31 4 C 0 500000 D Common Shares 500000 0 D On July 31, 2024, Title 19 Promis acquired 465,116 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. 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. Consists of 465,116 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 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 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 465,116 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 465,116 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. Title 19 Promis By: /s/ Michael S. Gordon, Manager 2024-08-02