SC 13G: ProMIS Neurosciences Inc.

AI Summary

SC 13G filing by ProMIS Neurosciences Inc..

Risk Assessment

Risk Level: low

Filing Documents

• tm2426305d1_sc13g.htm (SC 13G) — 66KB
• tm2426305d1_ex99-1.htm (EX-99.1) — 3KB
• 0001104659-24-109248.txt ( ) — 71KB

From the Filing

SC 13G 1 tm2426305d1_sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* PROMIS NEUROSCIENCES INC. (Name of Issuer) Common Shares, no par value per share (Title of Class of Securities) 74346M406 (CUSIP Number) July 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAMES OF REPORTING PERSONS Shaf QIC LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New Hampshire NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 4,488,126* 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 4,488,126* 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,126* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* 12. TYPE OF REPORTING PERSON OO * Consists (i) 2,394,063 Common Shares, no par value per share (the “Common Shares”) and (ii) 2,094,063 Common Shares issuable upon exercise of warrants that are currently exercisable. The reported warrants contain provisions preventing their exercise to the extent that such exercise would result in the holder (together with its affiliates) obtaining greater than 9.99% of the Issuer’s Common Shares (the “Beneficial Ownership Blocker”). However, the amounts reported in rows (5), (7) and (9) herein represent the number of Common Shares issuable upon exercise of the warrants in full, and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Common Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9). The percent of class was calculated based upon 29,885,452 Common Shares of the Issuer outstanding as of August 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 9, 2024. 1. NAMES OF REPORTING PERSONS Jonathan Shafmaster 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 4,488,126* 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 4,488,126* 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,126* 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* 12. TYPE OF REPORTING PERSON IN * Consists of (i) 2,394,063 Common Shares and (ii) 2,094,063 issuable upon exercise of warrants that are currently exercisable. The reported warrants are subject to the Beneficial Ownership Blocker. However, the amounts reported in rows (5), (7) and (9) herein represent the number of Common Shares issuable upon exercise of the warrants in full, and do not give effect to the Beneficial Ownership Blocker. Therefore, the actual number of Common Shares beneficially owned by the Reporting Persons, after giving effect to the Beneficial Ownership Blocker, is less than the number of shares reported in rows (5), (7) and (9). The percent of class was calculated based upon 29,885,452 Common Shares of the Issuer outstanding as of August 15, 2024, as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 9, 2024. Item 1. Issuer (a) Name of Issuer: ProMIS Neurosciences Inc. (the “ Issuer ”) (b) Address of Issuer’s Principal Executive Offices: Suite 200, 1920 Yonge Street Toronto, Ontario, Canada M4S 3E2 Item 2. Filing Person (a) – (c) Name of Persons Filing; Address; Citizenship: (i) Shaf QIC LLC, a New Hampshire limited liability company; and (ii)Jonathan Shafmaster, a citizen of the United States