4//SEC Filing
Sclar Jeremy M. 4
Accession 0001104659-24-085369
CIK 0001374339other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 4:15 PM ET
Size
24.0 KB
Accession
0001104659-24-085369
Insider Transaction Report
Form 4
Sclar Jeremy M.
10% Owner
Transactions
- Conversion
Common Shares, no par value
2024-07-31+150,000→ 1,617,437 total(indirect: By Trust) - Purchase
Tranche A Common Share Purchase Warrants
2024-07-31+697,674→ 697,674 total(indirect: See footnote)→ Common Shares (697,674 underlying) - Purchase
Common Shares, no par value
2024-07-31+697,674→ 1,467,437 total(indirect: By Trust) - Conversion
Common Shares, no par value
2024-07-31+150,000→ 1,155,726 total(indirect: By LLC) - Purchase
Tranche B Common Share Purchase Warrants
2024-07-31+697,674→ 697,674 total(indirect: See footnote)→ Common Shares (697,674 underlying) - Purchase
Tranche C Common Share Purchase Warrants
2024-07-31+697,674→ 697,674 total(indirect: See footnote)→ Common Shares (697,674 underlying) - Conversion
Series 2 Preferred Shares, no par value
2024-07-31−150,000→ 0 total(indirect: See footnote)→ Common Shares (150,000 underlying) - Conversion
Series 2 Preferred Shares, no par value
2024-07-31−150,000→ 0 total(indirect: See footnote)→ Common Shares (150,000 underlying)
Holdings
- 65,000
Common Shares, no par value
Footnotes (7)
- [F1]On July 31, 2024, the Jeremy M. Sclar 2012 Irrevocable Family Trust acquired 697,674 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.
- [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 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.
- [F4]Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain.
- [F5]Consists of 697,674 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 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.
- [F6]Consists of 697,674 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.
- [F7]Consists of 697,674 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.
Documents
Issuer
ProMIS Neurosciences Inc.
CIK 0001374339
Entity typeother
Related Parties
1- filerCIK 0001955608
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 4:15 PM ET
- Size
- 24.0 KB