Jeremy M. Sclar - Dec 4, 2023 Form 4 Insider Report for ProMIS Neurosciences Inc. (PMN)

Role
10%+ Owner
Signature
/s/ Jeremy M. Sclar
Stock symbol
PMN
Transactions as of
Dec 4, 2023
Transactions value $
$0
Form type
4
Date filed
1/2/2024, 02:45 PM
Previous filing
Sep 5, 2023
Next filing
Aug 2, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PMN Series 1 Preferred Shares, no par value Sale -150K -100% 0 Dec 4, 2023 Common Stock 150K By: Crocker Mountain LLC F1, F2, F3, F4
transaction PMN Series 2 Preferred Shares, no par value Purchase +150K 150K Dec 4, 2023 Common Stock 150K By: Crocker Mountain F3, F4, F5, F6
transaction PMN Series 1 Preferred Shares, no par value Sale -150K -100% 0 Dec 4, 2023 Common Stock 150K By: Jeremy M. Sclar 2012 Irrevocable Family Trust F1, F2, F3, F7
transaction PMN Series 2 Preferred Shares, no par value Purchase +150K 150K Dec 4, 2023 Common Stock 150K By: JS Trust F3, F5, F6, F7
transaction PMN Warrants to Purchase Common Shares, no par value Purchase +26.2K 26.2K Oct 11, 2022 Common Stock 26.2K By: JS Trust F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series 1 Preferred Shares were nonvoting and noninterest bearing and were convertible at a 60:1 ratio into Common Shares at the option of the holder. The Series 1 Preferred Shares would involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $30 million.
F2 150,000 Common Shares underlying 9,000,000 Series 1 Preferred Shares, each initially convertible into 1 Common Share in accordance with the terms of the Series 1 Preferred Shares, and, as a result of a 60:1 stock split (the "Stock Split") of the issuer that occurred in June 2022, became convertible into an aggregate of 150,000 Common Shares.
F3 On December 4, 2023, the issuer entered into a Share Exchange Agreement with the holders of the issuer's Series 1 Preferred Shares, pursuant to which the Series 1 Preferred Shares were exchanged for a new class of Series 2 convertible preferred shares (the "Series 2 Preferred Shares"), effected on a 60:1 basis to reflect the Stock Split, such that the 9,000,000 Series 1 Preferred Shares held were exchanged for 150,000 Series 2 Preferred Shares, convertible, at the option of the holder, at any time and from time to time, into an aggregate of 150,000 Common Shares in accordance with the terms of the Series 2 Preferred Shares.
F4 Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
F5 The Series 2 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 1:1 ratio into Common Shares at the option of the holder. The Series 2 Preferred Shares will involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $14 million.
F6 150,000 Common Shares underlying 150,000 Series 2 Preferred Shares, each convertible into 1 Common Share in accordance with the terms of the Series 2 Preferred Shares.
F7 Held through the Jeremy M. Sclar 2012 Irrevocable Family Trust, a trust formed under a trust instrument governed by the laws of the Commonwealth of Massachusetts ("JS Trust"). Mr Sclar's spouse is one of the trustees of the JS Trust.
F8 Consists of 26,217 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $7.50 per whole warrant. These warrants are part of Units, each consisting of one Common Share and one-quarter of one warrant to purchase one Common Share. The purchase price for each Unit was $5.40. These warrants are currently exercisable and expire on April 11, 2028, the fifth anniversary of the date the warrants first become exercisable. These warrants were inadvertently omitted from Mr. Sclar's Form 3 filed on September 5, 2023.