SC 13G/A: ProMIS Neurosciences Inc.

AI Summary

SC 13G/A filing by ProMIS Neurosciences Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $1.75 — 2023 Warrants have an exercise price of $1.75 per whole warrant, are currently exerci
• $14 m — qualified equity financing in excess of $14 million, the Series 2 Preferred Shares in
• $2.02 — he A Warrants have an exercise price of $2.02 per warrant share, are currently exerci
• $2.50 — he C Warrants have an exercise price of $2.50 per warrant share, are currently exerci

Filing Documents

• tm2427185d2_sc13ga.htm (SC 13G/A) — 79KB
• tm2427185d2_ex99-1.htm (EX-99.1) — 6KB
• 0001104659-24-114318.txt ( ) — 87KB

From the Filing

SC 13G/A 1 tm2427185d2_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ProMIS Neurosciences Inc. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 74346M406 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x 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 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 Michael S. Gordon 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (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 93,223 6. SHARED VOTING POWER 4,395,341 7. SOLE DISPOSITIVE POWER 93,223 8. SHARED DISPOSITIVE POWER 4,395,341 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,488,564 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.0% 12. TYPE OF REPORTING PERSON (see instructions) IN 2 1. NAMES OF REPORTING PERSONS Title 19 Acies 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 48,333 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 48,333 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,333 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12. TYPE OF REPORTING PERSON (see instructions) OO 3 1. NAMES OF REPORTING PERSONS Title 19 Promis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 4,347,008 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 4,347,008 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,347,008 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13.5% 12. TYPE OF REPORTING PERSON (see instructions) OO 4 Schedule 13G Explanatory Note: This Amendment No. 3 to Schedule 13G is filed jointly on behalf of Michael S. Gordon, Title 19 Acies, a series of a Delaware limited liability company (" Title 19 Acies "), and Title 19 Promis, a series of a Delaware limited liability company (" Title 19 Promis ," and collectively with Mr. Gordon and Title 19 Acies, the " Reporting Persons "), pursuant to Rule 13d-1(c). Prior to the effective date of the registration of the Issuer's common shares, no par value per share (" Common Shares "), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, in July of 2022, (i) Title 19 Acies acquired 2,900,000 Common Shares, representing 48,333 Common Shares following a 60:1 stock split (the " Stock Split ") of the Issuer that occurred in June 2022, and (ii) Title 19 Promis acquired (a) 12,375,000 Common Shares, representing 206,250 Common Shares following the Stock Split, (b) 3,093,750 warrants to purchase Common Shares, each initially exercisable to purchase one Common Share and, as a result of the Stock Split, now exercisable to purchase an aggregate of 51,562 Common Shares and (c) 30,000,000 Series 1 Preferred Shares (" Series 1 Preferred Shares ") of the Issuer, each initially convertible into one Common Share in accordance with the terms of the Series 1 Preferred Shares and, as a result of the Stock Split, became convertible into an aggregate of 500,000 Common Shares. On October 11, 2022, Title 19 Promis acquired 106,391 Common Shares and 26,597 warrants, each exercisable to purchase one Common Share, in a private placement conducted by the Issuer. On August 23, 2023, Title