SCHEDULE: Sclar Group Boosts ProMIS Neurosciences Stake to 16.9%

Jeremy M. Sclar and affiliated entities have significantly increased their beneficial ownership in ProMIS Neurosciences Inc. to 16.9% through a series of private placements and warrant exercises.

Summary

• Jeremy M. Sclar, Crocker Mountain LLC, and the Jeremy M. Sclar 2012 Irrevocable Family Trust (the "Reporting Persons") collectively hold 9,511,930 Common Shares, representing 16.9% of ProMIS Neurosciences Inc. as of September 30, 2025.
• This beneficial ownership includes shares held directly by Mr. Sclar (1,970,827 shares with sole voting/dispositive power), through Crocker Mountain LLC (1,905,827 shares with sole voting/dispositive power, representing 3.6% of the class), and the JS Trust (7,541,103 shares with shared voting/dispositive power, representing 13.6% of the class).
• The increase in ownership is primarily due to acquisitions of common shares and warrants through multiple private placements and the exercise of warrants at a discounted price.
• The Reporting Persons explicitly state that these acquisitions were not for the purpose of changing or influencing control of the Issuer.
• The beneficial ownership percentages are based on 51,806,497 Common Shares outstanding as of August 13, 2025, plus shares underlying currently exercisable warrants.

Sentiment

Score: 7

Explanation: The significant increase in beneficial ownership by Jeremy M. Sclar and affiliated entities, including multiple private placements and warrant exercises, suggests strong investor confidence in ProMIS Neurosciences. While the discounted warrant exercise introduces some dilution, it also represents capital inflow and conversion of potential shares into actual shares, solidifying the investor's commitment.

Positives

• A significant increase in beneficial ownership by a key investor group, Jeremy M. Sclar and his affiliates, indicates continued confidence in ProMIS Neurosciences Inc.
• The exercise of a large number of warrants (2,093,022 shares from Tranche A, B, and C Warrants) by the JS Trust converts potential dilution into actual equity and provides capital to the company.
• The company successfully conducted multiple private placements, securing capital from the Reporting Persons.

Negatives

• The exercise of Tranche A, B, and C Warrants at a significantly discounted price of $0.83518 per share (compared to original exercise prices of $2.02 and $2.50) could be viewed as dilutive to existing shareholders if the market price was higher than the discounted exercise price.
• The acquisition of a new warrant for 3,139,533 Common Shares by the JS Trust on July 29, 2025, at an exercise price of $1.25 per share, represents potential future dilution for existing shareholders.

Risks

• Potential future dilution from the exercise of outstanding warrants, including the newly acquired JS Trust July 2025 Warrant for 3,139,533 Common Shares.
• The discounted warrant exercise price for the Tranche A, B, and C Warrants could indicate a need for capital or a negotiation favorable to the investor, potentially at the expense of other shareholders.

Future Outlook

The filing does not provide specific forward-looking statements or guidance from the company, focusing solely on beneficial ownership changes.

Industry Context

This filing is a routine disclosure of significant ownership changes by an investor group in a publicly traded company. Without further context on ProMIS Neurosciences' specific industry (e.g., biotechnology, pharmaceuticals), it's difficult to relate this directly to broader industry trends, other than indicating continued investor interest in the company's equity.

Related Party Transactions

• The acquisitions of shares and warrants by Crocker Mountain LLC and the Jeremy M. Sclar 2012 Irrevocable Family Trust, both affiliated with Jeremy M. Sclar, represent related party transactions as they are part of the same reporting group.
• The negotiated exercise price of $0.83518 per share for the JS Trust July 2024 Tranche A, B, and C Warrants, which was lower than the original exercise prices, indicates a specific dealing between the Issuer and a related party.

Stakeholder Impact

• Shareholders: Increased ownership by a significant investor could be seen positively as a vote of confidence, but the discounted warrant exercise and new warrant issuance could lead to dilution for existing shareholders.
• Company (ProMIS Neurosciences): The private placements and warrant exercises provided capital to the company.

Key Dates

Recommendation

The filing indicates a strong commitment from a significant investor group, Jeremy M. Sclar and his affiliates, who have consistently increased their stake in ProMIS Neurosciences through various private placements and warrant exercises. This suggests a belief in the company's long-term prospects. However, the discounted exercise of warrants and the issuance of new warrants, while providing capital, also introduce potential dilution for existing shareholders. Given the mixed signals of strong insider confidence alongside dilutive financing activities, a 'hold' recommendation is appropriate for seasoned investors to observe how these capital injections translate into operational performance and shareholder value.

Keywords

ProMIS Neurosciences, Jeremy M. Sclar, Crocker Mountain LLC, JS Trust, Beneficial Ownership, Schedule 13G, Private Placement, Warrant Exercise, Stock Split, Equity Financing, Shareholder Stake