ProMIS Neurosciences Inc. 8-K

What Happened
ProMIS Neurosciences Inc. announced that on January 29, 2026 it entered a Securities Purchase Agreement for a PIPE financing expected to generate approximately $75 million in gross proceeds (before fees and expenses), with up to an additional ~$100 million if warrants are fully exercised. The company expects the final closing under the agreement on February 3, 2026 and filed a press release on January 30, 2026 announcing the pricing.

Key Details

• Total securities: 6,815,296 common shares sold and warrants issued to purchase 6,915,296 common shares, plus 100,000 pre‑funded warrants (to purchase 100,000 shares).
• Pricing: 6,090,075 common shares sold at $10.77 per share; 725,221 common shares sold to certain affiliates/insiders at $12.13 per share; 100,000 pre‑funded warrants sold at $10.77 (with a nominal exercise price referenced in the filing).
• Warrant terms: Common Share Warrants exercisable immediately with a $14.40 exercise price; they expire upon the earlier of 60 days after a defined “Milestone Event” (public announcement or Form 8‑K of topline PMN310 single‑ascending‑dose cohort data) or February 3, 2031. Pre‑funded warrants are immediately exercisable and expire when fully exercised. (Note: the filing contains inconsistent language about the pre‑funded warrant exercise price—both a nominal $0.0001 and $14.40 are referenced.)
• Registration rights: ProMIS must file a registration statement with the SEC covering resale of the shares and warrant shares within 45 days after the expected closing.

Why It Matters
This financing provides ProMIS with near‑term capital (roughly $75M gross) to advance its programs, including PMN310 clinical cohorts referenced in the warrant milestone, and offers potential further funding if warrants are exercised (up to an additional ~$100M). Insider participation (725,221 shares to affiliates/insiders) may signal insider support. The registration filing requirement affects the liquidity/timing for resale of the PIPE shares and warrants once declared effective by the SEC. Investors should review the full 8‑K and the attached agreements for complete terms and consult company updates around the scheduled closing and any Milestone Event announcements.