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