0001209191-23-048182.txt : 20230905
0001209191-23-048182.hdr.sgml : 20230905
20230905164334
ACCESSION NUMBER: 0001209191-23-048182
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230824
FILED AS OF DATE: 20230905
DATE AS OF CHANGE: 20230905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sclar Jeremy M.
CENTRAL INDEX KEY: 0001955608
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41429
FILM NUMBER: 231236440
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]
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-08-24
0
0001374339
ProMIS Neurosciences Inc.
PMN
0001955608
Sclar Jeremy M.
33 BOYLSTON STREET, SUITE 3000
CHESTNUT HILL
MA
02467
0
0
1
0
Common Stock, no par value
65000
D
Common Stock, no par value
1005726
I
By: Crocker Mountain LLC
Common Stock, no par value
769763
I
By: Jeremy M. Sclar 2012 Irrevocable Family Trust
Series 1 Preferred Shares, no par value
Common Stock
150000
I
By Crocker Mountain
Series 1 Preferred Shares, no par value
Common Stock
150000
I
By: JS Trust
Warrants to Purchase Common Shares, no par value
2026-08-25
Common Stock
85208
I
By Crocker Mountain
Warrants to Purchase Common Shares, no par value
2024-02-24
2029-02-24
Common Stock
664893
I
By Crocker Mountain
Warrants to Purchase Common Shares, no par value
2024-02-24
2029-02-24
Common Stock
664894
I
By: JS Trust
Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
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.
The Series 1 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 60:1 ratio into Common Shares at the option of the holder. The Series 1 Preferred Shares will 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, now convertible into an aggregate of 150,000 Common Shares.
Consists of 85,208 warrants to purchase Common Shares, each warrant exercisable to purchase one Common Share at an exercise price of $12.60 per share. These warrants are currently exercisable and expire on August 25, 2026, the fifth anniversary of the issuance of the warrants. The warrants contain an acceleration clause allowing the Issuer to accelerate the expiration date of the warrant to 30 days following the time period during which the Common Share value weighted average price (VWAP) exceeds a TSX trading price of $37.80 for ten consecutive trading days.
Each warrant to purchase one Common Share was issued on August 24, 2023 and has an exercise price of $1.75 per share.
Jeremy M. Sclar
2023-09-05