| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ProMIS Neurosciences Inc. [ PMN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 02/03/2026 | P | 700,741 | A | $12.13(1) | 943,090 | I | See Footnote(2)(3)(4)(5) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $14.4 | 02/03/2026 | P | 700,741 | (6) | (6) | Common Shares | 700,741 | (1) | 700,741 | I | See Footnote(3)(4)(5)(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Warrants were purchased together with the Common Shares reported herein for an aggregate purchase price of $12.13 per Common Share. |
| 2. The Common Shares reported herein include: (i) 407,230 Common Shares held of record by Ally Bridge MedAlpha Master Fund L.P., (ii) 329,760 Common Shares held of record by ABG V-SIV IX Limited and (iii) 206,100 Common Shares held of record by ABG V-SIV X Limited. |
| 3. Mr. Fan Yu is the controlling stockholder of ABG Management Ltd., which is the sole member of Ally Bridge Group (NY) LLC, which manages the investments of Ally Bridge MedAlpha Master Fund L.P. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the securities held of record by Ally Bridge MedAlpha Master Fund L.P. |
| 4. Mr. Fan Yu is also the indirect controlling stockholder of ABG Global Life Science Capital Partners V GP Limited, which is the general partner of ABG Global Life Science Capital Partners V GP, L.P., which is the general partner of Ally Bridge Group Global Life Science Capital Partners V, L.P., which is the controlling shareholder of ABG V-SIV IX Limited. As such, each of the foregoing entities and Mr. Fan Yu may be deemed to share beneficial ownership of the securities held of record by ABG V-SIV IX Limited. |
| 5. Mr. Fan Yu is also the controlling stockholder of ABG V-SIV X Limited. As such, Mr. Fan Yu may be deemed to share beneficial ownership of the securities held of record by ABG V-SIV X Limited. |
| 6. The warrants to purchase Common Shares (the "Warrants") are exercisable immediately and will expire upon the earlier of (i) within 60 days of the Milestone Event or (ii) February 3, 2031. For purposes of the foregoing, the "Milestone Event" means the public announcement via press release or the filing of a Current Report on Form 8-K by the Issuer of topline data from the cohorts treated with single ascending doses of PMN310. |
| 7. The Warrants reported herein include: (i) Warrants to purchase 164,881 Common Shares held of record by Ally Bridge MedAlpha Master Fund L.P., (ii) Warrants to purchase 329,760 Common Shares held of record by ABG V-SIV IX Limited and (iii) Warrants to purchase 206,100 Common Shares held of record by ABG V-SIV X Limited. |
| Remarks: |
| Each of ABG Global Life Science Capital Partners V GP Limited, ABG Global Life Science Capital Partners V GP, L.P., Ally Bridge Group Global Life Science Capital Partners V, L.P., ABG V-SIV IX Limited and ABG V-SIV X Limited will file a Form 3 in connection with the transactions reported herein and thereafter are expected to file Forms 4 jointly with the reporting persons. |
| ABG Management Ltd., By: /s/ Fan Yu, Director | 02/05/2026 | |
| Ally Bridge MedAlpha Master Fund L.P., By: Ally Bridge Group (NY) LLC, its manager, By: ABG Management Ltd., its managing member, By: /s/ Fan Yu, Director | 02/05/2026 | |
| Ally Bridge Group (NY) LLC, By: ABG Management Ltd., its managing member, By: /s/ Fan Yu, Director | 02/05/2026 | |
| /s/ Fan Yu | 02/05/2026 | |
| /s/ Michael Bendetson, Attorney-in-Fact for Slanix Alex | 02/05/2026 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.