普罗米斯神经科学公司美股招股说明书(2025-07-22版)

pre-funded warrant equals $0.0001 per share. This prospectus supplement also relates to the offering of thecommon shares issuable upon exercise of such pre-funded warrants. We are an “emerging growth company” as defined in Section2(a)of the Securities Act of 1933, as amended, and we have elected to comply with certain reduced public company reporting requirements.Our common shares are listed on the Nasdaq Capital Market under the symbol “PMN.” On July21,2025, the last reported sale price of our common shares on the Nasdaq Capital Market was $1.12 per Investing in our securities involves a high degree of risk. See“Risk Factors”beginning onpageS-4 of this prospectus supplement and the documents incorporated by reference into thisprospectus supplement for a discussion of the risks that you should consider in connection with an investment in our securities.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. WarrantTotalOffering price$0.8124$799,999.53 This prospectus supplement and the accompanying prospectus are part of registration statement on FormS-3 that we have filed with the Securities and Exchange Commission, or the SEC, using a “shelf”registration process. This prospectus supplement and the accompanying prospectus relate to the offer by usof the pre-funded warrants common shares pursuant to the securities purchase agreement. that are bound together: (1)this prospectus supplement, which describes the specific details regarding thisoffering, and (2)the accompanying prospectus, which provides general information, some of which maynot apply to this offering. Generally, when we refer to this “prospectus,” we are referring to bothdocuments combined. If information in this prospectus supplement is inconsistent with the accompanyingprospectus, you should rely on this prospectus supplement. In addition, to the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the informationcontained in any document incorporated by reference that was filed with the SEC before the date of thisprospectus supplement, on the other hand, you should rely on the information in this prospectus We have not authorized anyone to provide you with information different from or inconsistent withthe information contained in or incorporated by reference in this prospectus supplement. We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. You should assume that the information appearing in this prospectus supplement and thedocuments incorporated by reference in this prospectus supplement is accurate only as of the date of thoserespective documents, regardless of the time of delivery of those respective documents. Our business,financial condition, results of operations and prospects may have changed since those dates. You shouldreadthis prospectus supplement and the documents incorporated by reference in this prospectus We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers andsales are permitted. The distribution of this prospectus supplement and the offering of our securities incertain jurisdictions may be restricted by law. Persons outside the United States who come into possessionof this prospectus supplement must inform themselves about, and observe any restrictions relating to, the Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “ourbusiness,”“the Company”and“ProMIS”refer to and similar references refer to ProMISNeurosciencesInc. and its consolidated subsidiary. This prospectus supplement and the informationincorporated herein by reference contain references to trademarks, service marks and trade names ownedby us or other companies. Solely for convenience, trademarks, service marks and trade names referred toin this prospectus supplement and the information incorporated herein, including logos, artwork, and othervisual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate, state otherwise or the context otherwise requires, the terms“we,”“us,”“our,”“our business,”“theCompany”and“ProMIS”refer to and similar references refer to ProMIS NeurosciencesInc. and its We are applying our patented technology platform to build a portfolio of antibody therapies andtherapeutic vaccines in neurodegenerative diseases and other protein-misfolding diseases, with a focus onAlzheimer’s disease (AD), multiple system atrophy (MSA), and amyotrophic lateral sclerosis (ALS). Webelieve these diseases share a common biologic cause— misfolded versions of proteins, that otherwiseperform a normal function, becoming toxic and killing neurons, resulting in dise