ProMIS Neurosciences Files Proxy Statement for Oct. 23 Meeting

TL;DR

ProMIS Neurosciences proxy filed for Oct 23 meeting - shareholders vote soon.

AI Summary

ProMIS Neurosciences Inc. filed a definitive proxy statement (DEF 14A) on September 9, 2024, for its annual meeting on October 23, 2024. The company, formerly known as Amorfix Life Sciences Ltd, is based in Toronto and operates in the pharmaceutical preparations sector. This filing is a standard procedural document for soliciting shareholder votes.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, allowing them to make informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement and does not contain new material financial or operational information that would inherently increase risk.

Key Players & Entities

• ProMIS Neurosciences Inc. (company) — Registrant
• Amorfix Life Sciences Ltd (company) — Former company name
• October 23, 2024 (date) — Annual meeting date
• September 9, 2024 (date) — Filing date

FAQ

Filing Documents

• tmb-20241023xdef14a.htm (DEF 14A) — 185KB
• tmb-20241023xdef14a_a003.jpg (GRAPHIC) — 16KB
• tmb-20241023xdef14a_bg001.jpg (GRAPHIC) — 117KB
• tmb-20241023xdef14a_bg002.jpg (GRAPHIC) — 147KB
• 0001558370-24-012683.txt ( ) — 571KB

From the Filing

DEF 14A 1 tmb-20241023xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 PROMIS NEUROSCIENCES INC. (Name of Registrant as Specified in its Charter) Not applicable. (Name of Person (s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11. Table of Contents PROMIS NEUROSCIENCES INC. SUITE 200, 1920 YONGE STREET TORONTO, ONTARIO, CANADA M4S 3E2 (416) 847-6898 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held on October 23, 2024 To Our Shareholders: You are cordially invited to attend a Special Meeting of Shareholders of ProMIS Neurosciences Inc. (the "Special Meeting"). This Special Meeting will be a virtual meeting, which will be conducted via live webcast on Wednesday, October 23, 2024 at 10:00 a.m., Eastern Time. You may attend the meeting virtually by registering at www.virtualshareholdermeeting.com/PMN2024SM , where you will be able to vote electronically and submit questions, subject to the registration procedures set forth below. Only shareholders who owned common shares, no par value per share (the "Common Shares") at the close of business on August 26, 2024 can vote at the Special Meeting or any adjournment that may take place. Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, "Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635," the holders of 9,757,669 Common Shares that were issued pursuant to that certain Unit Purchase Agreement, dated July 26, 2024, by and between the Corporation and the investors party thereto (the "Unit Purchase Agreement") in connection with the Private Placement (as defined below) prior to the record date will not be entitled to vote such shares (the "Excluded Shares"). Any votes cast "FOR" the proposals attributable to any of the Excluded Shares will be disregarded for purposes of determining whether the proposals are approved. At the Special Meeting, the shareholders will consider and vote on the following matters: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of our Common Shares underlying the (a) Tranche A Common Share purchase warrants and (b) Tranche B Common Share purchase warrants, each sold in our private placement offering, which closed on July 31, 2024 (the "Private Placement"); and 2. In the event there are not sufficient votes in favor of the foregoing proposal and such proposal is not approved by shareholders, to approve the adjournment of the Special Meeting by the Chairperson to a later date no later than November 22, 2024 at 10:00 a.m., Eastern Time, in accordance with the Company's Bylaws, to solicit additional proxies; provided, the Company shall provide updated instructions to attend such adjournment as necessary. As noted above, our Special Meeting will be a "virtual meeting" of shareholders, which will be conducted exclusively via the Internet. There will not be a physical meeting location, and shareholders will not be able to attend the Special Meeting in person. You may attend the Special Meeting via the Internet, vote your shares during the Special Meeting, and submit questions before the Special Meeting by registering at www.virtualshareholdermeeting.com/PMN2024SM . In order to attend the meeting online, vote your shares electronically during the meeting and submit questions before the meeting, registered shareholders must register in advance at www.virtualshareholdermeeting.com/PMN2024SM using the control number located in the box in the upper right-hand corner of your proxy card or in the body of the e-mail notification you received. Most of our shareholders do not hold shares directly in their own name but instead are non-registered shareholders who beneficially own shares that are held by an intermediary, such as their bank, trust company, securities broker, trustee, or other nominee. If you are a non-registered shareholder and wish to attend the meeting online, vote your shares electronically during the meeting and submit questions before the meeting, you must appoint yourself as your proxyholder following the procedures provided to you by your intermediary and register in advance at www.virtualshareholdermeeting.com/PMN2024SM . Upon completing your registration, you will receive further