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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ProMIS Neurosciences Inc.

(Name of Issuer)

Common Stock, No Par Value Per Share

(Title of Class of Securities)

74346M117

(CUSIP Number)

December 25, 2023

(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. 2 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⁽¹⁾, (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⁽²⁾ 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 exercisable beginning February 23, 2024 and expire February 23, 2029. Accordingly, on December 25, 2023, the August 2023 Warrants became exercisable within sixty (60) days. In addition, 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”). The Title 19 Series 2 Preferred Shares are convertible, at the option of Title 19 Promis, at any time and from time to time, into an aggregate of 500,000 Common Shares in accordance with the terms of the Series 2 Preferred Shares.

The Common Shares underlying the August 2023 Warrants being deemed beneficially owned by Mr. Gordon as of December 25, 2023 due to the August 2023 Warrants becoming exercisable within sixty (60) days of December 25, 2023, 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. 2 to Schedule 13G pursuant to Rule 13d-1(c).

(1) The original Schedule 13G and Amendment No. 1 thereto inadvertently referred to such effective date occurring in July of 2021.

(2) The original Schedule 13G stated that Title 19 Investments LLC may be deemed to beneficially own 257,812 Common Shares, consisting of the 206,250 Common Shares described in (a) and the 51,562 Common Shares underlying the warrants described in (b). Ownership of these Common Shares was held by Title 19 Investments LLC at the time of such filing but should have been attributable to Title 19 Promis and has since been corrected. Amendment No. 1 to Schedule 13G and this Amendment No. 2 to Schedule 13G have been revised accordingly.

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 JDJFOS, 2 Oliver Street, Suite 905, 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 74346M117.

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: December 27, 2023