SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sclar Jeremy M.

(Last) (First) (Middle)
33 BOYLSTON STREET, SUITE 3000

(Street)
CHESTNUT HILL MA 02467

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ProMIS Neurosciences Inc. [ PMN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, no par value 07/25/2025 X(1) 697,674 A (1) 2,315,111 I By: Jeremy M. Sclar 2012 Irrevocable Family Trust(2)
Common Shares, no par value 07/25/2025 X(3) 697,674 A (3) 3,012,785 I By JS Trust(2)
Common Shares, no par value 07/25/2025 X(4) 697,674 A (4) 3,710,459 I By JS Trust(2)
Common Shares, no par value 1,155,726 I By Crocker Mountain LLC(5)
Common Shares, no par value 65,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Tranche A Common Share Purchase Warrants (1) 07/25/2025 X 697,674 (1) (1) Common Shares 697,674 $0 0 I See footnote(2)
Tranche B Common Share Purchase Warrants (3) 07/25/2025 X 697,674 (3) (3) Common Shares 697,674 $0 0 I See footnote(2)
Tranche C Common Share Purchase Warrants (4) 07/25/2025 X 697,674 (4) (4) Common Shares 697,674 $0 0 I See footnote(2)
Warrant to Purchase Common Shares (6) 07/29/2025 P 3,139,533 (6) (6) Common Shares 3,139,533 (6) 3,139,533 I See footnote(2)
Explanation of Responses:
1. On July 25, 2025, the Jeremy M. Sclar 2012 Irrevocable Family Trust (the "JS Trust") exercised 697,674 Tranche A purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.02 per warrant share; however, following an offer by the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.
2. Held through the JS Trust, a trust formed under a trust instrument governed by the laws of the Commonwealth of Massachusetts. Mr Sclar's spouse is one of the trustees of the JS Trust.
3. On July 25, 2025, the JS Trust exercised 697,674 Tranche B purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.02 per warrant share; however, following an offer by the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.
4. On July 25, 2025, the JS Trust exercised 697,674 Tranche C purchase warrants, each exercisable to purchase one Common Share. These warrants were exercisable at an exercise price of $2.50 per warrant share; however, following an offer by the JS Trust and an acceptance by the Issuer, were exercised in full at an exercise price of $0.83518 per share.
5. Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
6. On July 29, 2025, the JS Trust acquired a warrant to purchase 3,139,533 Common Shares at an exercise price of $1.25 per share. The purchase price for the warrant was $0.1875 per Common Share underlying the warrant. The warrant is currently exercisable and expires five years after the date of issuance.
/s/ Jeremy M. Sclar 09/08/2025
** Signature of Reporting Person Date

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