X0202 SCHEDULE 13G/A 0001034608 XXXXXXXX LIVE 5 Common Shares, No Par Value 03/31/2026 0001374339 ProMIS Neurosciences Inc. 74346M406 Suite 200, 1920 Yonge Street Toronto A6 M4S 3E2 Rule 13d-1(c) Michael S. Gordon a X1 0.00 181632.00 0.00 181632.00 181632.00 N 2.0 IN This Amendment No. 5 to Schedule 13G is filed jointly on behalf of Michael S. Gordon and Title 19 Promis, a series of a Delaware limited liability company ("Title 19 Promis," and collectively with Mr. Gordon, 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) Title 19 Acies, a series of a Delaware limited liability company ("Title 19 Acies"), acquired 2,900,000 Common Shares, representing 48,333 Common Shares following a 1:60 reverse stock split (the "2022 Reverse Stock Split") of the Issuer that occurred in June 2022 and 1,933 Common Shares following a 1:25 reverse stock split (the "2025 Reverse Stock Split") of the Issuer that occurred in November 2025 and (ii) Title 19 Promis acquired (a) 12,375,000 Common Shares, representing 206,250 Common Shares following the 2022 Reverse Stock Split and 8,250 Common Shares following the 2025 Reverse Stock Split (such 8,250 Common Shares, the "August 2021 Common Shares"), (b) 3,093,750 warrants to purchase Common Shares (51,562 warrants following the 2022 Reverse Stock Split and 2,062 warrants following the 2025 Reverse Stock Split), each initially exercisable to purchase one Common Share and, as a result of the 2022 Reverse Stock Split and 2025 Reverse Stock Split, now exercisable to purchase an aggregate of 2,062 Common Shares ("March 2022 Warrant Shares") 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 2022 Reverse Stock Split, became convertible into an aggregate of 500,000 Common Shares (20,000 Common Shares following the 2025 Reverse Stock Split). On October 11, 2022, Title 19 Promis acquired 106,391 Common Shares (4,256 Common Shares following the 2025 Reverse Stock Split) (the "October 2022 Common Shares") and 26,597 warrants (1,064 warrants following the 2025 Reverse Stock Split), each exercisable to purchase one Common Share (such 1,064 Common Shares underlying such warrants following the 2025 Reverse Stock Split, the "October 2022 Warrant Shares"), 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 (such 31,915 Common Shares following the 2025 Reverse Stock Split, the "August 2023 Common Shares") and one warrant to purchase one Common Share (the "August 2023 Warrants," and such 31,915 Common Shares underlying the August 2023 Warrants following the 2025 Reverse Stock Split, the "August 2023 Warrant Shares"), in a private placement conducted by the Issuer. The August 2023 Warrants have an exercise price of $0.07 per whole warrant following the 2025 Reverse Stock Split, are currently exercisable and expire February 23, 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 1:60 basis to reflect the 2022 Reverse 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"), each convertible into one Common Share (20,000 Common Shares following the 2025 Reverse Stock Split) in accordance with the terms of the Series 2 Preferred Shares. On July 31, 2024, Title 19 Promis acquired (A) 465,116 Common Shares (18,605 Common Shares following the 2025 Reverse Stock Split) (the "July 2024 Common Shares"), (B) 465,116 Tranche A Common Share purchase warrants (18,605 Tranche A Common Share purchase warrants following the 2025 Reverse Stock Split) (the "July 2024 Tranche A Warrants"), (C) 465,116 Tranche B Common Share purchase warrants (18,605 Tranche B Common Share purchase warrants following the 2025 Reverse Stock Split) (the "July 2024 Tranche B Warrants") and (D) 465,116 Tranche C Common Share purchase warrants (18,605 Tranche C Common Share purchase warrants following the 2025 Reverse Stock Split) (the "July 2024 Tranche C Warrants"), in a private placement (the "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 Title 19 Series 2 Preferred Share converted into 500,000 Common Shares (20,000 Common Shares following the 2025 Reverse Stock Split) (the "Conversion Shares"). On September 16, 2024 and September 17, 2024, Mr. Gordon acquired an aggregate of 93,223 Common Shares (3,729 Common Shares following the 2025 Reverse Stock Split) (the "Open Market Shares") on the open market. On March 13, 2025, the ownership of Title 19 Acies was assigned to Skye Peak Partners LLC, a Delaware limited liability company ("SPP"), effective as of January 1, 2025. In connection with such assignment, the management of Title 19 Acies changed from Mr. Gordon as sole manager to Emmett Gordon and Michael Youniss as managers, and Mr. Gordon does not otherwise have investment control over the shares of the Issuer held by SPP. Accordingly, Mr. Gordon no longer has a pecuniary interest in or beneficial ownership of shares of the Issuer held by Title 19 Acies. On June 30, 2025, Mr. Gordon contributed the Open Market Shares of the Issuer held by Mr. Gordon to SPP in exchange for membership interests of SPP. On July 25, 2025, Title 19 Promis: (i) exercised 119,800 July 2024 Tranche A Warrants (4,792 Tranche A Warrants following the 2025 Reverse Stock Split), each exercisable to purchase one Common Share, and acquired 119,800 Common Shares (4,792 Common Shares following the 2025 Reverse Stock Split) (the "July 2024 Tranche A Warrant Shares"); (ii) exercised 119,800 July 2024 Tranche B Warrants (4,792 Tranche B Warrants following the 2025 Reverse Stock Split), each exercisable to purchase one Common Share, and acquired 119,800 Common Shares (4,792 Common Shares following the 2025 Reverse Stock Split) (the "July 2024 Tranche B Warrant Shares"); and (iii) exercised 119,800 July 2024 Tranche C Warrants (4,792 Tranche C Warrants following the 2025 Reverse Stock Split), each exercisable to purchase one Common Share, and acquired 119,800 Common Shares (4,792 Common Shares following the 2025 Reverse Stock Split) (the "July 2024 Tranche C Warrant Shares"). These July 2024 Tranche A Warrants, July 2024 Tranche B Warrants and July 2024 Tranche C Warrants were exercisable at an exercise price of $2.02, $2.02 and $2.50 per warrant share, respectively ($0.08, $0.08 and $0.10 per warrant share, respectively, following the 2025 Reverse Stock Split); however, following an offer by Title 19 Promis and an acceptance by the Issuer, were exercised at an exercise price of $0.83518 per share ($0.0334072 per share following the 2025 Reverse Stock Split). The remainder of the July 2024 Tranche A Warrants expired on January 31, 2026, and the remainder of the July 2024 Tranche B Warrants and July 2024 Tranche C Warrants are currently exercisable and expire: (a) in the case of the July 2024 Tranche B Warrants, on the earlier of (i) 30 months of the issue date 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; and (b) in the case of the July 2024 Tranche C Warrants, on July 31, 2029. On July 29, 2025, Title 19 Promis acquired 539,100 warrants (21,564 warrants following the 2025 Reverse Stock Split) (the "July 2025 Warrants"), each exercisable to purchase one Common Share (such 21,564 Common Shares following the 2025 Reverse Stock Split, the "July 2025 Warrant Shares"), at an exercise price of $1.25 per share ($0.05 per share following the 2025 Reverse Stock Split). The purchase price for each July 2025 Warrant was $0.1875 per share ($0.0075 per share following the 2025 Reverse Stock Split). The July 2025 Warrants are currently exercisable and expire five years after the date of issuance. Based on the number of issued and outstanding Common Shares of the Issuer as of March 25, 2026 as set forth in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the beneficial ownership of the Reporting Persons has decreased by more than five percent (5%), to less than five percent (5%). Accordingly, the Reporting Persons are filing this Amendment No. 5 to Schedule 13G to report such change. The acquisition of the July 2024 Tranche A Warrant Shares, the July 2024 Tranche B Warrant Shares and the July 2024 Tranche C Warrant Shares and the Common Shares underlying the July 2025 Warrants being deemed beneficially owned by Mr. Gordon due to the July 2025 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 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. 5 to Schedule 13G pursuant to Rule 13d-1(c). Title 19 Promis a DE 0.00 181632.00 0.00 181632.00 181632.00 N 2.0 OO See comments above. ProMIS Neurosciences Inc. Suite 200, 1920 Yonge Street, Toronto, Ontario, M4S 3E2, Canada This statement is filed by the Reporting Persons. The address of the Reporting Persons is c/o Trove, 40 Broad Street, 8th Floor, Boston, MA 02109. Mr. Gordon is a citizen of the United States of America. Title 19 Promis is a series of a Delaware limited liability company. Y 181,632 for each of Mr. Gordon and Title 19 Promis consisting of (i) the August 2021 Common Shares, (ii) the March 2022 Warrant Shares, (iii) the October 2022 Common Shares, (iv) the August 2023 Common Shares, (v) the Conversion Shares, (vi) the October 2022 Warrant Shares, (vii) the August 2023 Warrant Shares, (viii) the July 2024 Common Shares, (ix) the July 2024 Tranche A Warrant Shares, (x) the July 2024 Tranche B Warrant Shares, (xi) the July 2024 Tranche C Warrant Shares, (xii) 13,813 Common Shares underlying the remaining July 2024 Tranche B Warrants, (xiii) 13,813 Common Shares underlying the remaining July 2024 Tranche C Warrants and (xiv) the July 2025 Warrant Shares. Mr. Gordon is the sole manager of Title 19 Promis. 2.0% for each of Mr. Gordon and Title 19 Promis. The percentage of beneficial ownership is based upon 8,967,693 Common Shares outstanding as of March 25, 2026, plus (i) the March 2022 Warrant Shares, (ii) the October 2022 Warrant Shares, (iii) the August 2023 Warrant Shares, (iv) 13,813 Common Shares underlying the remaining July 2024 Tranche B Warrants, (v) 13,813 Common Shares underlying the remaining July 2024 Tranche C Warrants and (vi) the July 2025 Warrant Shares. 0 for each of Mr. Gordon and Title 19 Promis. 181,632 for each of Mr. Gordon and Title 19 Promis. 0 for each of Mr. Gordon and Title 19 Promis. 181,632 for each of Mr. Gordon and Title 19 Promis. N Y Y Y N See Exhibit A to Exhibit 99.1. Y N 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. Joint Filing Agreement Michael S. Gordon /s/ Michael S. Gordon 05/07/2026 Title 19 Promis /s/ Michael S. Gordon 05/07/2026