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