ProMIS Neurosciences Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear ended December31, 2025 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 of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements 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 to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles).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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” 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 with any newor 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 included in thefiling 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 §239.90D-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, 2025, the last day of its most recently completed second fiscal quarter, was approximately $29.7 million. Shares of Common Stockheld by each executive officer and director and by each shareholder affiliated with a director or an executive officer have been excluded from thiscalculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination forother purposes. The number of outstanding Common Shares of the Registrant as of March 25, 2026 was 8,967,693. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its 2026 annual meeting of shareholders, or the 2026 Proxy Statement, are incorporatedby reference into Part III of this Annual Report on Form 10-K where indicated. The 2026 Proxy Statement will be filed with the U.S. Securities andExchange 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 Comments97Item1C. Cybersecurity97Item2. Properties98Item3. Legal Proceedings98Item4. Mine Safety Disclosures98PARTIIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities98Item6. Reserved101Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations102Item7A. Quantitative and Qualitative Disclosures About Market Risk110Item8. Financial Statements and Supplementary DataF-1Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure100Item9A. Controls and Procedures100Item9B. Other Information101Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections102PARTIIIItem10. Direct