Jeremy M. Sclar - Jul 31, 2024 Form 4 Insider Report for ProMIS Neurosciences Inc. (PMN)

Role: 10%+ Owner
Signature: /s/ Jeremy M. Sclar
Stock symbol: PMN
Transactions as of: Jul 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/2/2024, 04:15 PM
Previous filing: Jan 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PMN	Common Shares, no par value	Purchase		+698K	+90.63%		1.47M	Jul 31, 2024	By: Jeremy M. Sclar 2012 Irrevocable Family Trust	F1, F2
transaction	PMN	Common Shares, no par value	Conversion of derivative security		+150K	+10.22%		1.62M	Jul 31, 2024	By JS Trust	F2, F3
transaction	PMN	Common Shares, no par value	Conversion of derivative security		+150K	+14.91%		1.16M	Jul 31, 2024	By Crocker Mountain LLC	F3, F4
holding	PMN	Common Shares, no par value						65K	Jul 31, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PMN	Tranche A Common Share Purchase Warrants	Purchase		+698K			698K	Jul 31, 2024	Common Shares	698K		See footnote	F1, F2, F5
transaction	PMN	Tranche B Common Share Purchase Warrants	Purchase		+698K			698K	Jul 31, 2024	Common Shares	698K		See footnote	F1, F2, F6
transaction	PMN	Tranche C Common Share Purchase Warrants	Purchase		+698K			698K	Jul 31, 2024	Common Shares	698K		See footnote	F1, F2, F7
transaction	PMN	Series 2 Preferred Shares, no par value	Conversion of derivative security		-150K	-100%		0	Jul 31, 2024	Common Shares	150K		See footnote	F2, F3
transaction	PMN	Series 2 Preferred Shares, no par value	Conversion of derivative security		-150K	-100%		0	Jul 31, 2024	Common Shares	150K		See footnote	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
F5	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.
F6	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.
F7	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.