0001104659-24-000270.txt : 20240102 0001104659-24-000270.hdr.sgml : 20240102 20240102144556 ACCESSION NUMBER: 0001104659-24-000270 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231204 FILED AS OF DATE: 20240102 DATE AS OF CHANGE: 20240102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sclar Jeremy M. CENTRAL INDEX KEY: 0001955608 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41429 FILM NUMBER: 24501971 MAIL ADDRESS: STREET 1: 33 BOYLSTON STREET STREET 2: SUITE 3000 CITY: CHESTNUT HILL STATE: MA ZIP: 02467 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ProMIS Neurosciences Inc. CENTRAL INDEX KEY: 0001374339 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SUITE 200, 1920 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4S 3E2 BUSINESS PHONE: 416-847-6898 MAIL ADDRESS: STREET 1: SUITE 200, 1920 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M4S 3E2 FORMER COMPANY: FORMER CONFORMED NAME: AMORFIX LIFE SCIENCES LTD DATE OF NAME CHANGE: 20060831 4 1 tm2333203-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-04 0 0001374339 ProMIS Neurosciences Inc. PMN 0001955608 Sclar Jeremy M. 33 BOYLSTON STREET, SUITE 3000 CHESTNUT HILL MA 02467 0 0 1 0 0 Series 1 Preferred Shares, no par value 2023-12-04 4 S 0 150000 D Common Stock 150000 0 I By: Crocker Mountain LLC Series 2 Preferred Shares, no par value 2023-12-04 4 P 0 150000 A Common Stock 150000 150000 I By: Crocker Mountain Series 1 Preferred Shares, no par value 2023-12-04 4 S 0 150000 D Common Stock 150000 0 I By: Jeremy M. Sclar 2012 Irrevocable Family Trust Series 2 Preferred Shares, no par value 2023-12-04 4 P 0 150000 A Common Stock 150000 150000 I By: JS Trust Warrants to Purchase Common Shares, no par value 2022-10-11 4 P 0 26217 A Common Stock 26217 26217 I By: JS Trust The Series 1 Preferred Shares were nonvoting and noninterest bearing and were convertible at a 60:1 ratio into Common Shares at the option of the holder. The Series 1 Preferred Shares would involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $30 million. 150,000 Common Shares underlying 9,000,000 Series 1 Preferred Shares, each initially convertible into 1 Common Share in accordance with the terms of the Series 1 Preferred Shares, and, as a result of a 60:1 stock split (the "Stock Split") of the issuer that occurred in June 2022, became convertible into an aggregate of 150,000 Common Shares. 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 9,000,000 Series 1 Preferred Shares held were exchanged for 150,000 Series 2 Preferred Shares, convertible, at the option of the holder, at any time and from time to time, into an aggregate of 150,000 Common Shares in accordance with the terms of the Series 2 Preferred Shares. Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain. The Series 2 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 1:1 ratio into Common Shares at the option of the holder. The Series 2 Preferred Shares will involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $14 million. 150,000 Common Shares underlying 150,000 Series 2 Preferred Shares, each convertible into 1 Common Share in accordance with the terms of the Series 2 Preferred Shares. 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. Consists of 26,217 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $7.50 per whole warrant. These warrants are part of Units, each consisting of one Common Share and one-quarter of one warrant to purchase one Common Share. The purchase price for each Unit was $5.40. These warrants are currently exercisable and expire on April 11, 2028, the fifth anniversary of the date the warrants first become exercisable. These warrants were inadvertently omitted from Mr. Sclar's Form 3 filed on September 5, 2023. /s/ Jeremy M. Sclar 2024-01-02