Jeremy M. Sclar Boosts ProMIS Neurosciences Stake to 3.58M Shares
Ticker: PMN · Form: SC 13G/A · Filed: Jan 2, 2024 · CIK: 1374339
| Field | Detail |
|---|---|
| Company | Promis Neurosciences Inc. (PMN) |
| Form Type | SC 13G/A |
| Filed Date | Jan 2, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $1.75 |
| Sentiment | bullish |
Complexity: simple
Sentiment: bullish
Topics: insider-ownership, beneficial-ownership, amendment, biotech
TL;DR
**Jeremy Sclar just confirmed a 3.58M share stake in ProMIS Neurosciences, signaling continued conviction.**
AI Summary
Jeremy M. Sclar, an individual investor, along with Crocker Mountain LLC and the Jeremy M. Sclar 2012 Irrevocable Family Trust, has updated their beneficial ownership in ProMIS Neurosciences Inc. As of December 26, 2023, Sclar beneficially owns an aggregate of 3,581,701 shares of Common Stock, representing a significant stake in the pharmaceutical preparations company. This matters to investors because it indicates a substantial, continued interest from a key individual and associated entities, potentially signaling confidence in the company's future, especially for a biotech firm like ProMIS Neurosciences.
Why It Matters
This filing shows a significant individual investor, Jeremy M. Sclar, maintains a large stake in ProMIS Neurosciences, which can be interpreted as a vote of confidence in the company's long-term prospects.
Risk Assessment
Risk Level: medium — While a large insider stake can be positive, the biotech sector (ProMIS Neurosciences' industry) inherently carries high risk due to R&D uncertainties and regulatory hurdles.
Analyst Insight
A smart investor would note the continued substantial stake by Jeremy M. Sclar as a potential indicator of insider confidence, but also conduct independent due diligence on ProMIS Neurosciences' pipeline and financials given the inherent risks of the biotech industry.
Key Numbers
- 3,581,701 — Aggregate Shares Beneficially Owned (Total shares held by Jeremy M. Sclar as of December 26, 2023.)
- 1,970,827 — Sole Voting Power Shares (Shares over which Jeremy M. Sclar has sole voting and dispositive power.)
- 1,610,874 — Shared Voting Power Shares (Shares over which Jeremy M. Sclar has shared voting and dispositive power.)
- December 26, 2023 — Date of Event (The date that triggered the requirement for this filing.)
Key Players & Entities
- Jeremy M. Sclar (person) — reporting person and beneficial owner
- ProMIS Neurosciences Inc. (company) — subject company (issuer)
- Crocker Mountain LLC (company) — group member with Jeremy M. Sclar
- Jeremy M. Sclar 2012 Irrevocable Family Trust (company) — group member with Jeremy M. Sclar
- 3,581,701 (dollar_amount) — aggregate shares beneficially owned by Jeremy M. Sclar
Forward-Looking Statements
- Jeremy M. Sclar will maintain a significant ownership stake in ProMIS Neurosciences Inc. for the foreseeable future. (Jeremy M. Sclar) — high confidence, target: 2025-12-31
- ProMIS Neurosciences Inc. will continue its operations in the pharmaceutical preparations sector. (ProMIS Neurosciences Inc.) — high confidence, target: 2025-12-31
FAQ
Who is the primary reporting person in this SC 13G/A filing?
The primary reporting person is Jeremy M. Sclar, an individual, as stated in Item 1 of the filing.
What is the total number of shares beneficially owned by Jeremy M. Sclar as reported in this filing?
Jeremy M. Sclar beneficially owns an aggregate of 3,581,701 shares, as detailed in Item 9 of the cover page.
What is the CUSIP number for ProMIS Neurosciences Inc.'s securities mentioned in this filing?
The CUSIP number for ProMIS Neurosciences Inc.'s Common Stock is 7436M117, as listed on the cover page of the Schedule 13G.
What was the date of the event that required this amendment filing?
The date of the event which required the filing of this statement was December 26, 2023, as specified on the cover page.
Which rule under the Securities Exchange Act of 1934 is designated for this filing?
This Schedule 13G is filed pursuant to Rule 13d-1(c), indicated by the checked box on the cover page.
Filing Stats: 2,489 words · 10 min read · ~8 pages · Grade level 8.7 · Accepted 2024-01-02 14:48:18
Key Financial Figures
- $1.75 — 2023 Warrants have an exercise price of $1.75 per whole warrant, are exercisable begi
Filing Documents
- tm2333203d1_sc13ga.htm (SC 13G/A) — 89KB
- tm2333203d1_ex99-1.htm (EX-99.1) — 8KB
- 0001104659-24-000272.txt ( ) — 98KB
Ownership
Item 4. Ownership A. Jeremy M. Sclar (i) Mr. Sclar may be deemed the beneficial owner of 3,581,701 Common Shares, consisting of (a) 65,000 Common Shares owned by Mr. Sclar individually, (b) 1,005,726 Common Shares (the “ CM Common Shares ”) owned by Crocker Mountain, 150,000 Common Shares underlying the CM Series 2 Preferred Shares, which are currently convertible, 85,208 Common Shares underlying warrants (the “ Initial CM Warrants ”) owned by Crocker Mountain to purchase Common Shares, which are currently exercisable and 664,893 Common Shares underlying the August 2023 Warrants owned by Crocker Mountain (the “ CM August 2023 Warrants ”) to purchase Common Shares, which are currently exercisable within sixty (60) days and (c) 150,000 Common Shares underlying the JS Trust Series 2 Preferred Shares, which are currently convertible, 769,763 Common Shares (the “ JS Trust Common Shares ”) owned by the JS Trust, 26,217 Common Shares underlying warrants (the “ JS Trust October 2022 Warrants ”) owned by the JS Trust to purchase Common Shares, which are currently exercisable and 664,894 Common Shares underlying the August 2023 Warrants owned by the JS Trust (the “ JS Trust August 2023 Warrants ”) to purchase Common Shares, which are currently exercisable within sixty (60) days. Mr. Sclar is the sole manager of Crocker Mountain and Mr. Sclar’s spouse is one of the trustees of the JS Trust. (ii) Mr. Sclar may be deemed the beneficial owner of approximately 17.4% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 18,885,254 Common Shares outstanding as of November 10, 2023, plus the Common Shares underlying the CM Series 2 Preferred Shares and JS Trust Series 2 Preferred Shares, the Common Shares underlying the Initial CM Warrants, the Common Shares underlying the CM August 2023 Warrants, the Common Shares underlying the JS Trust October 2022 Warrants and the
Ownership of Five Percent or
Item 5. Ownership of Five Percent or Less of a Class. Not Applicable
Ownership of More than Five
Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable
Identification and Classification of the Subsidiary Which Acquired the Security Being
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. Not Applicable
Identification and Classification
Item 8. Identification and Classification of Members of the Group. See Exhibit A attached hereto.
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group. Not Applicable
Certification
Item 10. Certification 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. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 2, 2024 /s/ Jeremy M. Sclar JEREMY M. SCLAR CROCKER MOUNTAIN LLC By: /s/ Jeremy M. Sclar Name: Jeremy M. Sclar Title: Manager JEREMY M. SCLAR 2012 IRREVOCABLE FAMILY TRUST By: /s/ Richard A. Marks Name: Richard A. Marks Title: Trustee