ProMIS Neurosciences Inc
For the period ended Nov 17, 2025. Filed Oct 3, 2025.
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Nov 17, 2025 · Filed Oct 3, 2025
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DEF 14A 1 pmn-20251117xdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒ Filed by a party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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PROMIS NEUROSCIENCES INC.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11. |
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PROMIS NEUROSCIENCES INC.
SUITE 200, 1920 YONGE STREET
TORONTO, ONTARIO, CANADA M4S 3E2
(416) 847-6898
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
To Be Held on November 17, 2025
To Our Shareholders:
You are cordially invited to attend a Special Meeting of shareholders (“Special Meeting”) of ProMIS Neurosciences Inc. (the “Company”). This Special Meeting will be a virtual meeting, which will be conducted via live webcast on Monday, November 17, 2025 at 8:00 a.m., Eastern Time. You may attend the Special Meeting virtually by registering at www.virtualshareholdermeeting.com/PMN2025SM, where you will be able to vote electronically and submit questions, subject to the registration procedures set forth below.
Only shareholders who owned common shares, no par value per share (the “Common Shares” or “shares”) at the close of business on September 26, 2025 (the “Record Date”) can vote at the Special Meeting or any adjournment that may take place.
At the Special Meeting, the shareholders will consider and vote on the following matters:
| 1. | to consider and, if deemed advisable, to pass a special resolution authorizing the filing of articles of amendment to effect a share consolidation of our Common Shares at a ratio ranging from one-for-five up to one-for-twenty-five, to be determined at the discretion of the Board of Directors (the “Board”), and effected, if at all, within one year from the date of the Special Meeting, with such effective date to be determined at the discretion of the Board; and |
| 2. | In the event there are not sufficient votes in favor of the foregoing proposal and such proposal is not approved by shareholders, to approve the adjournment of the Special Meeting by the Chairperson to a date no later than December 17, 2025 at 8:00 a.m., Eastern Time, in accordance with the Company’s Bylaws, to solicit additional proxies; provided, the Company shall provide updated instructions to attend such adjournment as necessary. |
As noted above, our Special Meeting will be a “virtual meeting” of shareholders, which will be conducted exclusively via the Internet. There will not be a physical meeting location, and shareholders will not be able to attend the Special Meeting in person. You may attend the Special Meeting via the Internet, vote your shares during the Special Meeting, and submit questions before the Special Meeting by registering atwww.virtualshareholdermeeting.com/PMN2025SM.
In order to attend the Special Meeting online, vote your shares electronically during the Special Meeting and submit questions before the meeting, registered shareholders must register in advance atwww.virtualshareholdermeeting.com/PMN2025SM using the control number located in the box in the upper right-hand corner of your proxy card or in the body of the e-mail notification you received. Most of our shareholders do not hold shares directly in their own name but instead are non-registered shareholders who beneficially own shares that are held by an intermediary, such as their bank, trust company, securities broker, trustee, or other nominee. If you are a non-registered shareholder and wish to attend the Special Meeting online, vote your shares electronically during the meeting and submit questions before the Special Meeting, you must appoint yourself as your proxyholder following the procedures provided to you by your intermediary and register in advance at www.virtualshareholdermeeting.com/PMN2025SM. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the Special Meeting and will permit you to submit questions. Further information about how to attend the Special Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.
You can find more information in the proxy statement for the Special Meeting, which is attached and also available for viewing, printing and downloading at www.proxyvote.com. As outlined in the attached proxy statement, the Board recommends that you vote in favor of Proposals 1 and 2.
Instead of mailing a paper copy of our proxy materials to all of our shareholders, we are providing access to our proxy materials via the Internet under Canadian and U.S. securities laws. As a result, we are sending to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”), instead of a paper copy of this proxy statement. This Notice is dated October 3, 2025 and we plan to mail the Notice on or about October 8, 2025. The Notice contains instructions on how to access our proxy materials over the Internet. The Notice also contains instructions on how each of our shareholders can receive a paper copy of our proxy materials, including the proxy statement and a form of proxy card.
Shareholders as of the Record Date, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. A complete list of registered shareholders will be available to shareholders of record during the Special Meeting.
Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting, please vote your shares by proxy in advance of the Special Meeting to ensure your representation and the presence of a quorum at the Special Meeting. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Special Meeting.
If you are a shareholder of record, you may vote your shares by proxy in advance of the Special Meeting on the Internet by visitingwww.proxyvote.com, by telephone by calling 1-800-690-6903 and following the recorded instructions or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by telephone or the Internet and then decide to vote your shares online during the Special Meeting, you may still do so provided you register in advance atwww.virtualshareholdermeeting.com/PMN2025SM. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
If you are a non-registered shareholder, you will receive instructions from the holder of record that you must follow in order to vote your shares by proxy in advance of the Special Meeting.
Thank you for your ongoing support and continued interest in ProMIS Neurosciences Inc.
The content and sending of the proxy statement has been authorized by order of the Board.
Neil K. Warma
Chief Executive Officer
Toronto, Ontario
October 3, 2025
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