ProMIS Neurosciences Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear endedDecember31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For The Transition Period FromTo Commission file number:001-41429 PROMIS NEUROSCIENCESINC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (416)847-6898 Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically; every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ 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 “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ Based on the closing price as reported on the Nasdaq Capital Market, the aggregate market value of the Registrant’s Common Stock held by non-affiliates on June 30, 2024, the last day of its most recently completed second fiscal quarter, was approximately $29.7million. Shares of CommonStock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded fromthis calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. The number of outstanding Common Shares of the Registrant as of March 29, 2025 was32,689,190. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2025 annual meeting of shareholders, or the 2025 Proxy Statement, areincorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2025 Proxy Statement will be filed with the U.S.Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. TABLE OF CONTENTS PagePARTIItem1. Business7Item1A. Risk Factors46Item1B. Unresolved Staff Comments98Item1C. Cybersecurity99Item2. Properties99Item3. Legal Proceedings99Item4. Mine Safety Disclosures99PARTIIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities99Item6. Reserved102Item7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations103Item7A. Quantitative and Qualitative Disclosures About Market Risk111Item8. Financial Statements and Supplementary DataF-1Item9. Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure100Item9A. Controls and Procedures100Item9B. Other Information101Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections102PARTIIIItem10. Directors, Ex