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