ProMIS Neurosciences Inc.

DEF 14A 1 tmb-20241023xdef14a.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:

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):

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 October 23, 2024

To Our Shareholders:

You are cordially invited to attend a Special Meeting of Shareholders of ProMIS Neurosciences Inc. (the “Special Meeting”). This Special Meeting will be a virtual meeting, which will be conducted via live webcast on Wednesday, October 23, 2024 at 10:00 a.m., Eastern Time. You may attend the meeting virtually by registering at www.virtualshareholdermeeting.com/PMN2024SM, 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”) at the close of business on August 26, 2024 can vote at the Special Meeting or any adjournment that may take place.Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the holders of 9,757,669 Common Shares that were issued pursuant to that certain Unit Purchase Agreement, dated July 26, 2024, by and between the Corporation and the investors party thereto (the “Unit Purchase Agreement”) in connection with the Private Placement (as defined below) prior to the record date will not be entitled to vote such shares (the “Excluded Shares”). Any votes cast “FOR” the proposals attributable to any of the Excluded Shares will be disregarded for purposes of determining whether the proposals are approved.

At the Special Meeting, the shareholders will consider and vote on the following matters:

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/PMN2024SM.

In order to attend the meeting online, vote your shares electronically during the meeting and submit questions before the meeting, registered shareholders must register in advance atwww.virtualshareholdermeeting.com/PMN2024SM 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 meeting online, vote your shares electronically during the meeting and submit questions before the 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/PMN2024SM. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the 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 of directors 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 September 9, 2024 and we plan to mail the Notice on or about September 9, 2024. 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 of record at the close of business on August 26, 2024, the record date for the Special Meeting, 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.Notwithstanding the foregoing, in accordance with Nasdaq Listing Rule 5635 and IM-5635-2, “Interpretative Material Regarding the Use of Share Caps to Comply with Rule 5635,” the holders of Excluded Shares will not be entitled to vote such shares. As a result, a total of 20,127,783 Common Shares are entitled to vote on Proposal 1 and Proposal 2. Any votes cast “FOR” the proposals attributable to any of the Excluded Shares will be disregarded for purposes of determining whether the proposals are approved.

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/PMN2024SM. 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 of Directors,

Neil K. Warma

Interim Chief Executive Officer

Toronto, Ontario

September 9, 2024

TABLE OF CONTENTS