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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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ProMIS Neurosciences Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
74346M406 (CUSIP Number) |
07/29/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 74346M406 |
| 1 | Names of Reporting Persons
Shaf QIC LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW HAMPSHIRE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,534,639.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Consists of (i) 5,184,760 Common Shares, no par value per share (the "Common Shares") and (ii) 5,349,879 Common Shares issuable upon exercise of warrants, none of which 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 51,806,497 Common Shares of the Issuer outstanding as of July 31, 2025, as reported by the Issuer on July 31, 2025.
SCHEDULE 13G
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| CUSIP No. | 74346M406 |
| 1 | Names of Reporting Persons
Jonathan Shafmaster | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,534,639.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.01 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Consists of (i) 5,184,760 Common Shares and (ii) 5,349,879 Common Shares issuable upon exercise of warrants, none of which 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 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 51,806,497 Common Shares of the Issuer outstanding as of July 31, 2025, as reported by the Issuer on July 31, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ProMIS Neurosciences Inc. | |
| (b) | Address of issuer's principal executive offices:
1920 YONGE STREET SUITE 200 TORONTO, A6, M4S 3E2 | |
| Item 2. | ||
| (a) | Name of person filing:
Shaf QIC LLC | |
| (b) | Address or principal business office or, if none, residence:
158 SHATTUCK WAY, NEWINGTON, NH, 03801 | |
| (c) | Citizenship:
New Hampshire | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
74346M406 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information in Item 1 and Items 5 through 11 on the cover pages of this Schedule 13G regarding ownership as of the date of this filing is incorporated herein by reference. | |
| (b) | Percent of class:
10.01% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
10,534,639 | ||
| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
10,534,639 | ||
| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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.
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