S-3 1 pmn-20260318xs3.htm S-3

As filed with the Securities and Exchange Commission on March 18, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

PROMIS NEUROSCIENCES INC.

(Exact name of registrant as specified in its charter)


Ontario, Canada		98-0647155
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Suite 200, 1920 Yonge Street

Toronto, Ontario

M4S 3E2

(416) 847-6898

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, D.C., 20005

(416) 847-6898

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Neil Warma
Chief Executive Officer
Suite 200, 1920 Yonge Street
Toronto, Ontario M4S 3E2
Telephone: (416) 847-6898

Robert E. Puopolo
Adam V. Johnson
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Telephone: (617) 570-1000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	5
PROSPECTUS SUMMARY	7
RISK FACTORS	10
USE OF PROCEEDS	11
SELLING SECURITYHOLDERS	12
PLAN OF DISTRIBUTION	16
LEGAL MATTERS	18
EXPERTS	18
ENFORCEMENT OF JUDGMENTS	18


		Ownership Before Offering								Ownership After Offering


								Owned		Common Shares
		Common Shares Beneficially						Common		Beneficially Owned after
		Owned prior to Offering						Shares		the Offered Shares are Sold
Selling Securityholder		Number		Blocker (Percent)*		Percent		Offered		Number	Percent
Janus Henderson Biotech Innovation Master Fund Limited		2,311,976	⁽¹⁾	14.99%		22.7	%	2,311,976		-	-	%
Janus Henderson Biotech Innovation Master Fund II Limited		473,538	⁽²⁾	14.99%		5.1	%	473,538		-	-	%
Deep Track Biotechnology Master Fund, Ltd.		1,302,620	⁽³⁾	9.99%		13.5	%	1,302,620		-	-	%
Deep Track Special Opportunities Fund, LP		368,690	⁽⁴⁾	9.99%		4.0	%	368,690		-	-	%
ABG V-SIV X Limited		412,200	⁽⁵⁾	9.99%		4.5	%	412,200		-	-	%
ABG V-SIV IX Limited		659,520	⁽⁶⁾	9.99%		7.1	%	659,520		-	-	%
Ally Bridge MedAlpha Master Fund L.P		961,310	⁽⁷⁾	9.99%		10.1	%	329,762		631,548	6.6	%
Wellington Biomedical Innovation Master Investors (Cayman) II L.P.		1,392,756	⁽⁸⁾	9.99%		14.4	%	1,392,756		-	-	%
Trails Edge Biotechnology Master Fund, LP		1,114,206	⁽⁹⁾	9.99%		11.7	%	1,114,206		-	-	%
Woodline Master Fund LP		742,804	⁽¹⁰⁾	9.99%		8.0	%	742,804		-	-	%
Biomedical Value Fund, L.P.		674,608	⁽¹¹⁾	9.99%		7.2	%	490,250		184,358	2.0	%
Biomedical Offshore Value Fund, Ltd		347,525	⁽¹²⁾	9.99%		3.8	%	252,554		94,971	1.0	%
Squadron Master Fund LP		649,954	⁽¹³⁾	9.99%		7.0	%	649,954		-	-	%
Sphera Biotech Master Fund LP		711,690	⁽¹⁴⁾	9.99%		7.6	%	584,958		126,732	1.4	%
Sphera Global Healthcare Master Fund		91,051	⁽¹⁵⁾	9.99%		1.0	%	64,996		26,055	0.3	%
Seligman Healthcare Spectrum (Master) Fund		371,400	⁽¹⁶⁾	9.99%		4.1	%	371,400		-	-	%
Adage Capital Partners, L.P.		278,550	⁽¹⁷⁾	9.99%		3.1	%	278,550		-	-	%
683 Capital Partners, LP		185,700	⁽¹⁸⁾	9.99%		2.0	%	185,700		-	-	%
ADAR1 Partners, LP		163,416	⁽¹⁹⁾	9.99%		1.8	%	163,416		-	-	%
Spearhead Insurance Solutions IDF, LLC - Series ADAR1		22,284	⁽²⁰⁾	9.99%		0.2	%	22,284		-	-	%
CVI Investments, Inc.		156,706	⁽²¹⁾	9.99%		1.7	%	120,706		36,000	0.4	%
Empery Asset Master, LTD		107,380	⁽²²⁾	4.99%		1.2	%	86,666		20,714	0.2	%
Empery Tax Efficient, LP		49,322	⁽²³⁾	4.99%		0.5	%	34,040		15,282	0.2	%
Jeremy M Sclar 2012 Irrevocable Family Trust		673,044	⁽²⁴⁾	9.99%		7.2	%	371,402		301,642	3.2	%
Jeremy Sclar		95,450	⁽²⁵⁾	9.99%		1.1	%	92,850		2,600	0.0	%
Skye Peak Partners LLC		203,361	⁽²⁶⁾	9.99%		2.2	%	185,700		17,661	0.2	%
SHAF QIC LLC		681,364	⁽²⁷⁾	9.99%		7.3	%	259,980		421,384	4.5	%
Other Selling Securityholders		711,583	⁽²⁸⁾	nil		7.6	%	507,114		204,469	2.2	%


SEC expenses	$	34,992
Accounting fees and expenses		15,000
Legal fees and expenses		50,000
Miscellaneous		5,000
Total	$	104,992


Exhibit No.		Description of Exhibit
3.1		Articles (incorporated herein by reference to Exhibit 3.1 to ProMIS’ Form 10 Registration Statement filed June 22, 2022, as amended).
3.1.1		Certificate of Amendment to the Articles dated July 8, 2015 (incorporated herein by reference to Exhibit 3.1.1 to ProMIS’ Form 10 Registration Statement filed June 22, 2022, as amended).
3.1.2		Certificate of Amendment to the Articles dated June 17, 2022 (incorporated herein by reference to Exhibit 3.1.2 to ProMIS’ Form 10 Registration Statement filed June 22, 2022, as amended).
3.1.3		Certificate of Amendment to the Articles dated June 21, 2022 (incorporated herein by reference to Exhibit 3.1.3 to ProMIS’ Form 10 Registration Statement filed June 22, 2022, as amended).
3.1.4		Articles of Continuance dated June 29, 2023 (incorporated herein by reference to Exhibit 3.1 to ProMIS’ Current Report on Form 8-K filed July 14, 2023, as amended).
3.1.5		Certificate of Amendment to the Articles dated December 4, 2023. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 8, 2023, as amended).
3.2		Amended and Restated By-law No. 1 (incorporated herein by reference to Exhibit 3.2 to ProMIS’ Current Report on Form 8-K filed July 14, 2023, as amended).
3.2.1		By-law No. 2. (incorporated herein by reference to Exhibit 3.2.1 to ProMIS’ Form 10 Registration Statement filed June 22, 2022, as amended).
3.2.2		Amended and Restated By-law No. 1. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed July 14, 2023, as amended).
3.2.3		Amended and Restated By-law No. 2. (incorporated by reference to Exhibit 3.3 to the ProMIS’ Current Report on Form 8-K filed July 14, 2023, as amended).
4.1		Form of Common Share Warrant (incorporated herein by reference to Exhibit 4.1 to ProMIS’ Current Report on Form 8-K filed January 30, 2026).
4.2		Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 4.2 to ProMIS’ Current Report on Form 8-K filed January 30, 2026).
10.1		Form of Registration Rights Agreement (incorporate by reference to Exhibit 10.2 to ProMIS’s Current Report on Form 8-K filed January 30, 2026, as amended).
5.1*		Opinion of McMillan LLP.
23.1*		Consent of Baker Tilly US, LLP.
23.2		Consent of McMillan LLP (included within Exhibit 5.1 hereto).
24.1		Power of Attorney (included on the signature page to the initial filing of the Registration Statement).
107*		Filing Fee Table


	PROMIS NEUROSCIENCES INC.

	By:	s/ Neil Warma
	Name: Neil Warma
	Title: Chief Executive Officer

Signature		Title	Date

By:	/s/ Neil Warma	Director and Chief Executive Officer	March 18, 2026
	Neil Warma	(Principal Executive Officer)	March 18, 2026

By:	/s/ Daniel Geffken	Chief Financial Officer	March 18, 2026
	Daniel Geffken	(Principal Financial Officer)	March 18, 2026

By:	/s/ Max A. Milbury	Vice President of Finance	March 18, 2026
	Max A. Milbury	(Principal Accounting Officer)	March 18, 2026

By:	/s/ Eugene Williams	Chairman	March 18, 2026
	Eugene Williams	Chairman	March 18, 2026

By:	/s/ Maggie Shafmaster	Lead Independent Director	March 18, 2026
	Maggie Shafmaster	Lead Independent Director	March 18, 2026

By:	/s/ Neil Cashman	Director	March 18, 2026
	Neil Cashman, M.D.	Director	March 18, 2026

By:	/s/ William Wyman	Director	March 18, 2026
	William Wyman	Director	March 18, 2026

By:	/s/ Patrick Kirwin	Director	March 18, 2026
	Patrick Kirwin	Director	March 18, 2026

By:	/s/ Josh Mandel-Brehm	Director	March 18, 2026
	Josh Mandel-Brehm	Director	March 18, 2026

By:	/s/ Slanix Paul Alex	Director	March 18, 2026

SEC Form S-3 filed by ProMIS Neurosciences Inc.