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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. 3)*
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ProMIS Neurosciences Inc. (Name of Issuer) |
Common Shares, no par value per share (Title of Class of Securities) |
74346M406 (CUSIP Number) |
12/31/2025 (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
Sphera Funds Management Ltd. | ||||||||
| 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
ISRAEL
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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
180,697.52 | ||||||||
| 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)
7.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on approximately 2,152,444 Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 (as provided by the Issuer in Exhibit 99.1 to its Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 24, 2025), and 168,890 warrants beneficially owned by the Reporting Persons as described in Item 4(a), with each warrant currently exercisable into one Common Share.
SCHEDULE 13G
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| CUSIP No. | 74346M406 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare GP Ltd. | ||||||||
| 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
ISRAEL
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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
180,697.52 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on approximately 2,152,444 Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 (as provided by the Issuer in Exhibit 99.1 to its Form 8-K filed with the SEC on November 24, 2025), and 168,890 warrants beneficially owned by the Reporting Persons as described in Item 4(a), with each warrant currently exercisable into one Common Share.
SCHEDULE 13G
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| CUSIP No. | 74346M406 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare Management LP. | ||||||||
| 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
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
180,697.52 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on approximately 2,152,444 Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 (as provided by the Issuer in Exhibit 99.1 to its Form 8-K filed with the SEC on November 24, 2025), and 168,890 warrants beneficially owned by the Reporting Persons as described in Item 4(a), with each warrant currently exercisable into one Common Share.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ProMIS Neurosciences Inc. | |
| (b) | Address of issuer's principal executive offices:
Suite 200, 1920 Yonge Street, Toronto, Ontario, Canada, M4S 3E2 | |
| Item 2. | ||
| (a) | Name of person filing:
Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the reporting persons is: 4 Itzhak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel | |
| (c) | Citizenship:
Each of the reporting person is organized under the laws of the State of Israel | |
| (d) | Title of class of securities:
Common Shares, no par value per share | |
| (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:
See row 9 of cover page of each reporting person.
The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP are beneficially owned as follows:
* 31,637.80 warrants, with each warrant currently exercisable into one Common Share, representing a total of 1.36% of the total Common Shares outstanding, are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management LP (the "Management Company").
* 11,807.48 Common Shares and 137,252.24 warrants, with each warrant currently exercisable into one Common Share, together representing a total of 6.42% of the total Common Shares outstanding, are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority to the Management Company.
The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera Funds Management Ltd.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the existence of any such group. | |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page for each reporting person.
Percentage reported in Item 11 for each reporting person is based on approximately 2,152,444 Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 (as provided by the Issuer in Exhibit 99.1 to its Form 8-K filed with the SEC on November 24, 2025), and 168,890 warrants beneficially owned by the Reporting Persons as described in Item 4(a), with each warrant currently exercisable into one Common Share. %
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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:
Incorporated by reference to Item 5 of the cover page for each reporting person. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page for each reporting person. See also note in Item 4(a) above. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page for each reporting person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page for each reporting person. See also note in Item 4(a) above. | ||
| 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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Exhibit Information
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Exhibit 1: Joint Filing Agreement by and among the reporting persons (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on August 30, 2023) |