Jeremy M. Sclar - Aug 24, 2023 Form 3 Insider Report for ProMIS Neurosciences Inc. (PMN)

Role
10%+ Owner
Signature
Jeremy M. Sclar
Stock symbol
PMN
Transactions as of
Aug 24, 2023
Transactions value $
$0
Form type
3
Date filed
9/5/2023, 04:43 PM
Next filing
Jan 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PMN Common Stock, no par value 65K Aug 24, 2023 Direct
holding PMN Common Stock, no par value 1.01M Aug 24, 2023 By: Crocker Mountain LLC F1
holding PMN Common Stock, no par value 770K Aug 24, 2023 By: Jeremy M. Sclar 2012 Irrevocable Family Trust F2

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
holding PMN Series 1 Preferred Shares, no par value Aug 24, 2023 Common Stock 150K By Crocker Mountain F1, F3, F4
holding PMN Series 1 Preferred Shares, no par value Aug 24, 2023 Common Stock 150K By: JS Trust F2, F3, F4
holding PMN Warrants to Purchase Common Shares, no par value Aug 24, 2023 Common Stock 85.2K By Crocker Mountain F1, F5
holding PMN Warrants to Purchase Common Shares, no par value Aug 24, 2023 Common Stock 665K By Crocker Mountain F1, F6
holding PMN Warrants to Purchase Common Shares, no par value Aug 24, 2023 Common Stock 665K By: JS Trust F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
F2 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.
F3 The Series 1 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 60:1 ratio into Common Shares at the option of the holder. The Series 1 Preferred Shares will involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $30 million.
F4 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, now convertible into an aggregate of 150,000 Common Shares.
F5 Consists of 85,208 warrants to purchase Common Shares, each warrant exercisable to purchase one Common Share at an exercise price of $12.60 per share. These warrants are currently exercisable and expire on August 25, 2026, the fifth anniversary of the issuance of the warrants. The warrants contain an acceleration clause allowing the Issuer to accelerate the expiration date of the warrant to 30 days following the time period during which the Common Share value weighted average price (VWAP) exceeds a TSX trading price of $37.80 for ten consecutive trading days.
F6 Each warrant to purchase one Common Share was issued on August 24, 2023 and has an exercise price of $1.75 per share.