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Title 19 Promis's Form 4 filing

ProMIS Neurosciences Inc.PMN · filed Aug 2, 2024

Accession no.
0001104659-24-085375
Filed
Aug 2, 2024
Trade date
Jul 31, 2024
Filing delay
2 days
Rule 10b5-1 plan
Not checked

This filing lists 2 non-derivative transactions and 4 derivative transactions. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Title 19 PromisCIK 000200553110% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Jul 31, 2024Common Shares, no par valuePPurchaseAcquired+465,116–F1–1,575,629DirectDuplicate filing
Jul 31, 2024Common Shares, no par valueCConversionAcquired+500,000–F2–2,075,629DirectDuplicate filing

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Jul 31, 2024Common SharesPPurchaseAcquired+465,116–F1,F3–465,116DirectDuplicate filing
Jul 31, 2024Common SharesPPurchaseAcquired+465,116–F1,F4–465,116DirectDuplicate filing
Jul 31, 2024Common SharesPPurchaseAcquired+465,116–F1,F5–465,116DirectDuplicate filing
Jul 31, 2024Common SharesCConversionDisposed−500,000–F2–0DirectDuplicate filing

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

On July 31, 2024, Title 19 Promis acquired 465,116 units, each consisting of (a) one Common Share, (b) one Tranche A Common Share purchase warrant, (c) one Tranche B Common Share purchase warrant and (iv) one Tranche C Common Share purchase warrant, in a private placement the ("Offering") conducted by the Issuer. The purchase price for each Unit was $2.15 per Unit.

Referenced by the price of 1 transaction in Table I and 3 transactions in Table II.

F2

The Series 2 Preferred Shares involuntarily converted into Common Shares at a 1:1 ratio upon the closing of the Offering, which was a cumulative qualified equity financing in excess of $14 million.

Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.

F3

Consists of 465,116 Tranche A purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants are immediately exercisable beginning on the date that such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche A purchase warrants and the Common Shares upon the exercise thereof is received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 18 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with single ascending doses of PMN310.

Referenced by the price of 1 transaction in Table II.

F4

Consists of 465,116 Tranche B purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.02 per warrant share. These warrants are immediately exercisable beginning on the date that such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the shareholders of the Issuer with respect to the issuance of the Tranche B purchase warrants and the Common Shares upon the exercise thereof is received and deemed effective under Ontario law. These warrants expire on the earlier of (i) 30 months and (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with single ascending doses of PMN310.

Referenced by the price of 1 transaction in Table II.

F5

Consists of 465,116 Tranche C purchase warrants, each exercisable to purchase one Common Share at an exercise price of $2.50 per warrant share. These warrants are currently exercisable and expire on July 31, 2029.

Referenced by the price of 1 transaction in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)