SCHEDULE: Michael S. Gordon & Title 19 Promis Boost ProMIS Stake
Beneficial Ownership Report
Michael S. Gordon and Title 19 Promis have increased their beneficial ownership in ProMIS Neurosciences Inc. to 9.0% through a series of share and warrant acquisitions.
Summary
- Michael S. Gordon and Title 19 Promis collectively beneficially own 4,886,108 common shares of ProMIS Neurosciences Inc.
- This aggregate ownership represents 9.0% of the outstanding common shares of ProMIS Neurosciences Inc., based on 51,806,497 common shares outstanding as of August 13, 2025.
- The ownership includes shares acquired through various private placements and warrant exercises, such as 106,391 common shares and 26,597 warrants in October 2022, and 797,872 common share units and warrants in August 2023.
- In July 2024, 465,116 common shares and various tranches of warrants were acquired in a private placement, which also triggered the involuntary conversion of 500,000 Series 2 Preferred Shares into common shares.
- Most recently, on July 25, 2025, 119,800 each of July 2024 Tranche A, B, and C Warrants were exercised at a reduced price of $0.83518 per share.
- On July 29, 2025, 539,100 additional warrants were acquired at a purchase price of $0.1875 per share, exercisable at $1.25 per share.
- The acquisitions were made without the purpose or effect of changing or influencing the control of ProMIS Neurosciences Inc.
Sentiment
Score: 7
Explanation: The filing is a routine ownership disclosure (Schedule 13G) indicating a passive investment. The continued and increased stake by a significant investor like Michael S. Gordon and Title 19 Promis is generally a positive signal of confidence in the company, although it does not provide operational or financial performance details.
Positives
- The increased beneficial ownership by Michael S. Gordon and Title 19 Promis indicates continued confidence from a significant investor in ProMIS Neurosciences Inc.
- The exercise of warrants at a reduced price suggests strategic financial management by the investor to optimize share acquisition costs.
Future Outlook
The filing primarily details past and current ownership structure. It mentions the expiry dates for various warrants: July 2024 Tranche A Warrants expire on the earlier of 18 months from issue date or 60 days after public announcement of 6-month PMN310 data; July 2024 Tranche B Warrants expire on the earlier of 30 months from issue date or 60 days after public announcement of 12-month PMN310 data; July 2024 Tranche C Warrants expire on July 31, 2029; and July 2025 Warrants expire five years after their issuance date.
Industry Context
This filing is a routine ownership disclosure and does not provide specific insights into broader industry trends or competitive landscape within the neuroscience or biotechnology sectors. It reflects an investor's position in a company operating in this industry.
Stakeholder Impact
- Shareholders: The increased stake by a significant investor may be perceived as a vote of confidence, potentially influencing investor sentiment positively.
Next Steps
- Expiry of remaining July 2024 Tranche A Warrants: earlier of 18 months from issue date or within 60 days of public announcement of 6-month PMN310 data.
- Expiry of remaining July 2024 Tranche B Warrants: earlier of 30 months from issue date or within 60 days of public announcement of 12-month PMN310 data.
- Expiry of remaining July 2024 Tranche C Warrants: July 31, 2029.
- Expiry of July 2025 Warrants: five years after their issuance date.
Key Dates
| Date | Description |
|---|---|
| June 2022 | 60:1 stock split of ProMIS Neurosciences Inc. common shares. |
| July 2022 | Effective date of the registration of ProMIS Neurosciences Inc.'s common shares pursuant to Section 12 of the Securities Exchange Act of 1934. |
| October 11, 2022 | Title 19 Promis acquired 106,391 common shares and 26,597 warrants in a private placement. |
| August 23, 2023 | Title 19 Promis acquired 797,872 common share units and warrants in a private placement. |
| December 4, 2023 | ProMIS Neurosciences Inc. entered into a Share Exchange Agreement to convert Series 1 Preferred Shares to Series 2 Preferred Shares. |
| July 31, 2024 | Title 19 Promis acquired 465,116 common shares and various tranches of warrants in a private placement (July 2024 Offering); Series 2 Preferred Shares involuntarily converted into 500,000 common shares. |
| September 16, 2024 | Michael S. Gordon acquired common shares on the open market. |
| September 17, 2024 | Michael S. Gordon acquired common shares on the open market. |
| January 1, 2025 | Effective date of ownership assignment of Title 19 Acies to Skye Peak Partners LLC. |
| March 13, 2025 | Ownership of Title 19 Acies formally assigned to Skye Peak Partners LLC, changing its management. |
| June 30, 2025 | Michael S. Gordon contributed open market shares to Skye Peak Partners LLC, triggering the filing requirement. |
| July 25, 2025 | Title 19 Promis exercised 119,800 each of July 2024 Tranche A, B, and C Warrants at a reduced exercise price of $0.83518 per share. |
| July 29, 2025 | Title 19 Promis acquired 539,100 July 2025 Warrants at $0.1875 per share, exercisable at $1.25 per share. |
| August 13, 2025 | Date used for the calculation of 51,806,497 common shares outstanding. |
| August 14, 2025 | Execution date of the Joint Filing Agreement and the Schedule 13G Amendment No. 4. |
Recommendation
holdThis Schedule 13G filing primarily reports a change in beneficial ownership, not the company's financial performance or strategic direction. While the continued and increased investment by Michael S. Gordon and Title 19 Promis to a 9.0% stake indicates their confidence in ProMIS Neurosciences Inc., the filing itself does not provide sufficient operational or financial data to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and await further financial disclosures or strategic updates from the company to make a more informed decision.
Keywords
ProMIS Neurosciences, Michael S. Gordon, Title 19 Promis, Beneficial Ownership, Schedule 13G, Common Shares, Warrants, Private Placement, Biotechnology, Neuroscience
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