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 Jeremy M. Sclar, Crocker Mountain LLC, a Maine limited liability company (“Crocker Mountain”), and the Jeremy M. Sclar 2012 Irrevocable Family Trust (the “JS Trust,” and collectively with Mr. Sclar and Crocker Mountain, 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) Mr. Sclar acquired 65,000 Common Shares, which appear to represent approximately 3,900,000 Common Shares prior to a 60:1 stock split (the “Stock Split”) of the Issuer that occurred in June 2022, (ii) Crocker Mountain acquired (a) 20,449,980 Common Shares, representing 340,833 Common Shares following the Stock Split, (b) 9,000,000 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 150,000 Common Shares and (c) 5,112,480 warrants to purchase Common Shares, representing 85,208 warrants to purchase Common Shares following the Stock Split, each exercisable to purchase one Common Share and (iii) the JS Trust acquired 9,000,000 Series 1 Preferred Shares, 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 150,000 Common Shares.

On October 11, 2022, the JS Trust acquired 104,869 Common Shares and 26,217 warrants, each exercisable to purchase one Common Share, in a private placement conducted by the Issuer. On August 24, 2023, Crocker Mountain and JS Trust acquired 664,893 and 664,894 common share units, respectively, 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 24, 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 Crocker Mountain were exchanged for 150,000 Series 2 Preferred Shares (the “CM Series 2 Preferred Shares”) and the Series 1 Preferred Shares held by the JS Trust were exchanged for 150,000 Series 2 Preferred Shares (the “JS Trust 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, the JS Trust acquired 697,674 units, each consisting of (A) one Common Share (the “JS Trust July 2024 Common Shares”), (B) one Tranche A Common Share purchase warrant (the “JS Trust July 2024 Tranche A Warrants”), (C) one Tranche B Common Share purchase warrant (the “JS Trust July 2024 Tranche B Warrants”) and (D) one Tranche C Common Share purchase warrant (the “JS Trust July 2024 Tranche C Warrants”), in a private placement (the “JS Trust 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 CM Series 2 Preferred Share converted into 150,000 Common Shares (the “CM Conversion Shares”) and the JS Trust Series 2 Preferred Share converted into 150,000 Common Shares (the “JS Trust Conversion Shares”).

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

The acquisition of the JS Trust July 2024 Common Shares, the CM Conversion Shares and the JS Trust Conversion Shares and the Common Shares underlying the JS Trust July 2024 Tranche A Warrants, the JS Trust July 2024 Tranche B Warrants and the JS Trust July 2024 Tranche C Warrants being deemed beneficially owned by Mr. Sclar due to the JS Trust July 2024 Tranche A Warrants, the JS Trust July 2024 Tranche B Warrants and the JS Trust 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 the control or influencing the control of the Issuer, or in connection with or as a participant in any transactions having that purpose or effect. Accordingly, the Reporting Persons are filing this Amendment No. 2 to Schedule 13G pursuant to Rule 13d-1(c).

Item 1.

Item 2.

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.

Item 4. Ownership

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 6, 2024