Amendment: SEC Form SC 13G/A filed by ProMIS Neurosciences Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ProMIS Neurosciences Inc.

(Name of Issuer)

Common Stock, No Par Value Per Share

(Title of Class of Securities)

74346M406

(CUSIP Number)

September 30, 2024 

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13G

Explanatory Note:

This Amendment No. 3 to Schedule 13G is filed jointly on behalf of Michael S. Gordon, Title 19 Acies, a series of a Delaware limited liability company (“Title 19 Acies”), and Title 19 Promis, a series of a Delaware limited liability company (“Title 19 Promis,” and collectively with Mr. Gordon and Title 19 Acies, the “Reporting Persons”), pursuant to Rule 13d-1(c). Prior to the effective date of the registration of the Issuer’s common shares, no par value per share (“Common Shares”), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, in July of 2022, (i) Title 19 Acies acquired 2,900,000 Common Shares, representing 48,333 Common Shares following a 60:1 stock split (the “Stock Split”) of the Issuer that occurred in June 2022, and (ii) Title 19 Promis acquired (a) 12,375,000 Common Shares, representing 206,250 Common Shares following the Stock Split, (b) 3,093,750 warrants to purchase Common Shares, each initially exercisable to purchase one Common Share and, as a result of the Stock Split, now exercisable to purchase an aggregate of 51,562 Common Shares and (c) 30,000,000 Series 1 Preferred Shares (“Series 1 Preferred Shares”) of the Issuer, each initially convertible into one Common Share in accordance with the terms of the Series 1 Preferred Shares and, as a result of the Stock Split, became convertible into an aggregate of 500,000 Common Shares.

On October 11, 2022, Title 19 Promis acquired 106,391 Common Shares and 26,597 warrants, each exercisable to purchase one Common Share, in a private placement conducted by the Issuer. On August 23, 2023, Title 19 Promis acquired 797,872 common share units, each consisting of one Common Share and one warrant to purchase one Common Share (the “August 2023 Warrants”), in a private placement conducted by the Issuer. The August 2023 Warrants have an exercise price of $1.75 per whole warrant, are currently exercisable and expire February 23, 2029.

On December 4, 2023, the Issuer entered into a Share Exchange Agreement with the holders of the Issuer’s Series 1 Preferred Shares, pursuant to which the Series 1 Preferred Shares were exchanged for a new class of Series 2 convertible preferred shares (the “Series 2 Preferred Shares”), effected on a 60:1 basis to reflect the Stock Split, such that the Series 1 Preferred Shares held by Title 19 Promis were exchanged for 500,000 Series 2 Preferred Shares (the “Title 19 Series 2 Preferred Shares”), each convertible into one Common Share in accordance with the terms of the Series 2 Preferred Shares.

On July 31, 2024, Title 19 Promis acquired (A) 465,116 Common Shares (the “July 2024 Common Shares”), (B) 465,116 Tranche A Common Share purchase warrants (the “July 2024 Tranche A Warrants”), (C) 465,116 Tranche B Common Share purchase warrants (the “July 2024 Tranche B Warrants”) and (D) 465,116 Tranche C Common Share purchase warrants (the “July 2024 Tranche C Warrants”), in a private placement (the “July 2024 Offering”) conducted by the Issuer. Upon the closing of the July 2024 Offering, which was a cumulative qualified equity financing in excess of $14 million, the Series 2 Preferred Shares involuntarily converted into Common Shares at a 1:1 ratio, such that the Title 19 Series 2 Preferred Share converted into 500,000 Common Shares (the “Conversion Shares”).

The July 2024 Tranche A Warrants have an exercise price of $2.02 per warrant share, are currently exercisable, and expire on the earlier of (1) 18 months and (2) 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.

The July 2024 Tranche B Warrants have an exercise price of $2.02 per warrant share, are currently exercisable, and expire on the earlier of (x) 30 months and (y) 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.

The July 2024 Tranche C Warrants have an exercise price of $2.50 per warrant share, are currently exercisable and expire July 31, 2029.

On September 16, 2024 and September 17, 2024, Mr. Gordon acquired an aggregate of 93,223 Common Shares (the “Open Market Shares”) on the open market.

The acquisition of the July 2024 Common Shares, the Conversion Shares and the Open Market Shares and the Common Shares underlying the July 2024 Tranche A Warrants, the July 2024 Tranche B Warrants and the July 2024 Tranche C Warrants being deemed beneficially owned by Mr. Gordon due to the July 2024 Tranche A Warrants, the July 2024 Tranche B Warrants and the July 2024 Tranche C Warrants being currently exercisable, when added to all other acquisitions of securities of the same class during the 12 months immediately preceding the date of such acquisition, aggregates to greater than two percent (2%) of the class of such securities. However, such acquisition was not done with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this Amendment No. 3 to Schedule 13G pursuant to Rule 13d-1(c).

Item 1.

The name of the Issuer is ProMIS Neurosciences Inc.

The principal executive offices of the Issuer are located at Suite 200, 1920 Yonge Street, Toronto, Ontario.

Item 2.

This statement is filed by the Reporting Persons.

The address of the Reporting Persons is c/o Trove, 40 Broad Street, Boston, MA 02109.

Mr. Gordon is a citizen of the United States of America. Title 19 Acies and Title 19 Promis are series of a Delaware limited liability company.

The Schedule 13G statement relates to Common Shares of the Issuer.

The CUSIP number for the Common Stock is 74346M406.

Item 3.

If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable. See Explanatory Note above.

Not Applicable

Not Applicable

Not Applicable

See Exhibit A attached hereto.

Not Applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2024