UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
|
|
| ||
(Address of principal executive |
|
|
| (Zip Code) |
Registrant’s telephone number, including area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which Registered |
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 13, 2024, ProMIS Neurosciences Inc. (the "Company") held its 2024 annual meeting of shareholders (the “Annual Meeting”). The shareholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024. Of the 18,961,116 Common Shares, no par value per share (the “Common Shares”), outstanding as of the record date, 7,811,371 Common Shares hares, or approximately 41.19%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of shareholders at the Annual Meeting.
Proposal No. 1: Election of seven nominees to serve as directors until the 2025 annual meeting of shareholders or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. The votes were cast as follows by holders of Common Shares:
Name | Votes For | Votes Withheld | ||||
Eugene Williams | 4,149,424 | 515,817 | ||||
Neil Cashman, M.D. | 4,605,556 | 59,685 | ||||
Patrick D. Kirwin | 4,524,061 | 141,180 | ||||
Joshua Mandel-Brehm | 4,491,624 | 173,617 | ||||
Maggie Shafmaster, Ph.D,J.D. | 4,493,208 | 172,033 | ||||
Neil K. Warma | 4,399,117 | 266,124 | ||||
William Wyman | 4,018,983 | 646,258 | ||||
Broker Non-Votes: 3,228,732
All seven nominees were elected.
Proposal No. 2: A special resolution authorizing the directors of the Company to set the number of directors of the Company for the ensuing year at seven directors and authorizing the directors of the Company to set the number of directors within the maximum and minimum numbers provided for in the articles of the Company by way of
resolution from time to time.
Votes For | Votes Against | Abstained | ||||
Authorization to set the number of directors of the Corporation at seven and to set the number of directors within the minimum and maximum numbers provided in the articles by way of a resolution from time to time | 7,406,478 | 70,497 | 334,396 | |||
Proposal No. 3: Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows by holders of Common Shares:
Votes For | Votes Against | Abstained | ||||
Ratification of appointment of Baker Tilly US, LLP | 7,703,063 | 64,256 | 44,052 | |||
Proposal No. 4: An ordinary resolution approving the unallocated stock options under the Company 's stock option plan.
Votes For | Votes Against | Abstained | ||||
Approval of unallocated stock options | 3,867,633 | 451,204 | 346,404 | |||
Broker non-votes: 3,228,732
No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PROMIS NEUROSCIENCES INC. | ||
Date: June 14, 2024 | By: | /s/ Neil Warma |
Name: Neil Warma | ||
Title: Interim Chief Executive Officer | ||
Document and Entity Information |
Jun. 13, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Jun. 13, 2024 |
| Entity Registrant Name | PROMIS NEUROSCIENCES INC. |
| Entity Incorporation, State or Country Code | A6 |
| Entity File Number | 001-41429 |
| Entity Tax Identification Number | 98-0647155 |
| Entity Address, Address Line One | Suite 200 |
| Entity Address, Adress Line Two | 1920 Yonge Street |
| Entity Address, City or Town | Toronto |
| Entity Address State Or Province | ON |
| Entity Address, Postal Zip Code | M4S 3E2 |
| City Area Code | 416 |
| Local Phone Number | 847-6898 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares, no par value per share |
| Trading Symbol | PMN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001374339 |
| Amendment Flag | false |
Document Information |
Jun. 13, 2024 |
|---|---|
| Document Information: | |
| Document Type | 8-K |
| Amendment | false |
| CIK | 0001374339 |
| Registrant Name | PROMIS NEUROSCIENCES INC. |
| Period End Date | Jun. 13, 2024 |