Gordon Michael S Form 3 ProMIS Neurosciences / MICHAEL S GORDON ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GORDON MICHAEL S

(Last) (First) (Middle)

C/O JDJFOS, 2 OLIVER STREET,

SUITE 905

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/25/2023

3. Issuer Name and Ticker or Trading Symbol
ProMIS Neurosciences Inc. [ PMN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value	1,110,513	I	By Title 19 Promis(1)
Common Shares, no par value	48,333	I	By Title 19 Acies(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Shares, no par value	(3)	(3)	Common Shares	51,562	(3)	I	By Title 19 Promis(1)
Warrants to Purchase Common Shares, no par value	(4)	(4)	Common Shares	26,597	(4)	I	By Title 19 Promis(1)
Warrants to Purchase Common Shares, no par value	(5)	(5)	Common Shares	797,872	(5)	I	By Title 19 Promis(1)
Series 2 Preferred Shares, no par value	(6)	(6)	Common Shares	500,000	(6)	I	By Title 19 Promis(1)

Explanation of Responses:

1. By Title 19 Promis, a series of a Delaware limited liability company, of which the Reporting Person is the sole manager.

2. By Title 19 Acies, a series of a Delaware limited liability company, of which the Reporting Person is the sole manager.

3. Consists of 51,562 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $0.21 per whole warrant. These warrants are currently exercisable and expire on August 24, 2026.

4. Consists of 26,597 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $7.50 per whole warrant. These warrants are part of Units, each consisting of one Common Share and one-quarter of one warrant to purchase one Common Share. The purchase price for each Unit was $5.40. These warrants are currently exercisable and expire on April 11, 2028, the fifth anniversary of the date the warrants first became exercisable.

5. Consists of 797,872 warrants to purchase Common Shares, each exercisable to purchase one Common Share at an exercise price of $1.75 per whole warrant beginning February 23, 2024. These warrants expire on February 23, 2029, the fifth anniversary of the date the warrants first become exercisable.

6. The Series 2 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 1:1 ratio into Common Shares at the option of the holder. The Series 2 Preferred Shares will involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $14 million.

	/s/ Michael S. Gordon	12/27/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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