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Filing Details

Accession Number:: 0001104659-24-085371
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-02 16:15:15
Reporting Period:: 2024-07-31

Accepted Time:: 2024-08-02 16:15:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1374339	Promis Neurosciences Inc.	PMN	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1034608	S Michael Gordon	C/O Trove, 40 Broad Street Boston MA 02109		No	No	Yes	No

Reported Non-Derivative Transactions

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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	465,116	$0.00	1,575,629	No	4	P	Indirect	By Title 19 Promis
Common Shares, No Par Value	Acquisiton	2024-07-31	500,000	$0.00	2,075,629	No	4	C	Indirect	By Title 19 Promis

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Title 19 Promis
No	4	C	Indirect	By Title 19 Promis

Reported Derivative Transactions

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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	465,116	$0.00	465,116	$0.00
Common Shares	Tranche B Common Share Purchase Warrants	Acquisiton	2024-07-31	465,116	$0.00	465,116	$0.00
Common Shares	Tranche C Common Share Purchase Warrants	Acquisiton	2024-07-31	465,116	$0.00	465,116	$0.00
Common Shares	Series 2 Preferred Shares, no par value	Disposition	2024-07-31	500,000	$0.00	500,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
465,116	No	4	P	Indirect
465,116	No	4	P	Indirect
465,116	No	4	P	Indirect
0	No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Shares, No Par Value	48,333	Indirect	By Title 19 Acies

Footnotes

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.
By Title 19 Promis, a series of a Delaware limited liability company, of which the Reporting Person is the sole manager.
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.
By Title 19 Acies, a series of a Delaware limited liability company, of which the Reporting Person is the sole manager.
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 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.