Filing Details
- Accession Number:
- 0001104659-24-085369
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-08-02 16:15:11
- Reporting Period:
- 2024-07-31
- Accepted Time:
- 2024-08-02 16:15:11
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1374339 | Promis Neurosciences Inc. | PMN | Pharmaceutical Preparations (2834) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1955608 | M. Jeremy Sclar | 33 Boylston Street, Suite 3000 Chestnut Hill MA 02467 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Shares, No Par Value | Acquisiton | 2024-07-31 | 697,674 | $0.00 | 1,467,437 | No | 4 | P | Indirect | By: Jeremy M. Sclar 2012 Irrevocable Family Trust |
| Common Shares, No Par Value | Acquisiton | 2024-07-31 | 150,000 | $0.00 | 1,617,437 | No | 4 | C | Indirect | By JS Trust |
| Common Shares, No Par Value | Acquisiton | 2024-07-31 | 150,000 | $0.00 | 1,155,726 | No | 4 | C | Indirect | By Crocker Mountain LLC |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | By: Jeremy M. Sclar 2012 Irrevocable Family Trust |
| No | 4 | C | Indirect | By JS Trust |
| No | 4 | C | Indirect | By Crocker Mountain LLC |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Shares | Tranche A Common Share Purchase Warrants | Acquisiton | 2024-07-31 | 697,674 | $0.00 | 697,674 | $0.00 |
| Common Shares | Tranche B Common Share Purchase Warrants | Acquisiton | 2024-07-31 | 697,674 | $0.00 | 697,674 | $0.00 |
| Common Shares | Tranche C Common Share Purchase Warrants | Acquisiton | 2024-07-31 | 697,674 | $0.00 | 697,674 | $0.00 |
| Common Shares | Series 2 Preferred Shares, no par value | Disposition | 2024-07-31 | 150,000 | $0.00 | 150,000 | $0.00 |
| Common Shares | Series 2 Preferred Shares, no par value | Disposition | 2024-07-31 | 150,000 | $0.00 | 150,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 697,674 | No | 4 | P | Indirect | ||
| 697,674 | No | 4 | P | Indirect | ||
| 697,674 | No | 4 | P | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Shares, No Par Value | 65,000 | Direct |
Footnotes
- 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.
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