ProMIS Neurosciences exchanges Series 1 Preferred for Series 2 at 60:1; no Series 1 outstanding

ProMIS Neurosciences Inc.

70,000,000 Series 1 Preferred exchanged for 1,166,667 Series 2 Preferred (60:1 ratio).
Series 2 Preferred automatically converts into Common upon $14M+ equity financing (Mandatory Conversion Event).
Prior nine-month financing limitation terminates as of December 4, 2023.
Amended articles to create Series 2; rights substantially similar to Series 1 except conversion trigger.
Holders include Crocker Mountain, Kraft entities, McCance Trust, and others.

item 1.01 item 3.02 item 3.03 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ProMIS Neurosciences Inc.: The Company filed articles of amendment to create a new class of Series 2 Preferred Shares, effective December 4, 2023 (effective 2023-12-04).

Change: charter amendment
Effective: 2023-12-04

Exact text from the filing

Effective as of December 4, 2023, the Company filed articles of amendment (the “ Articles of Amendment ”) to amend its articles to create the new class of Series 2 Preferred Shares.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ProMIS Neurosciences Inc. entered into Exchange Agreement with the holders of the Company's Series 1 convertible preferred shares (effective 2023-12-04).

Action: entry
Agreement: equity purchase
Counterparty: the holders of the Company's Series 1 convertible preferred shares
Effective: 2023-12-04

Exact text from the filing

On December 4, 2023, Promis Neurosciences, Inc. (the “ Company ”) entered into a Share Exchange Agreement (the “ Exchange Agreement ”) with the holders (the “ Holders ”) of the Company’s Series 1 convertible preferred shares (the “ Series 1 Preferred Shares ”), pursuant to which the Series 1 Preferred Shares were exchanged for a new class of Series 2 convertible preferred shares (the “ Series 2 Preferred Shares ”).

View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

ProMIS Neurosciences Inc. filing history →

Source: SEC EDGAR

accession 0001558370-23-019700

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.