Sec Form 13G Filing - GORDON MICHAEL S @ PROMIS NEUROSCIENCES INC

Sec Form 13G Filing - GORDON MICHAEL S filing for PROMIS NEUROSCIENCES INC (PMN) - 2022-10-21

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

ProMIS Neurosciences Inc.

(Name of Issuer)

Common Stock, No Par Value Per Share

(Title of Class of Securities)

74346M117

(CUSIP Number)

October 11, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13G

Explanatory Note:

This Schedule 13G is filed jointly on behalf of Michael S. Gordon, Title 19 Investments LLC, a Delaware limited liability company (“Title 19 Investments”), Title 19 Acies, a series of a Delaware limited liability company (“Title 19 Acies”), and Title 19 Promis, a series of a Delaware limited liability company (“Title 19 Promis,” and collectively with Mr. Gordon, Title 19 Investments and Title 19 Acies, the “Reporting Persons”), pursuant to Rule 13d-1(c). Prior to the effective date of the registration of the Issuer’s common shares, no par value per share (“Common Shares”), pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, in July of 2021, (i) Title 19 Investments acquired (a) 12,375,000 Common Shares, representing 206,250 Common Shares following a 60:1 stock split (the “Stock Split”) of the Issuer that occurred in June 2022 and (b) 3,093,750 warrants to purchase Common Shares, representing 51,562 warrants to purchase Common Shares following the Stock Split, each exercisable to purchase one Common Share, (ii) Title 19 Acies acquired 2,900,000 Common Shares, representing 48,333 Common Shares following the Stock Split and (iii) Title 19 Promis acquired 30,000,000 Series 1 Preferred Shares (“Series 1 Preferred Shares”) of the Issuer, each initially convertible into one Common Share in accordance with the terms of the Series 1 Preferred Shares and, as a result of the Stock Split, now convertible into an aggregate of 500,000 Common Shares. On October 11, 2022, Title 19 Promis acquired 106,391 Common Shares in a private placement conducted by the Issuer. Such acquisition was not done with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons are filing this Schedule 13G pursuant to Rule 13d-1(c).

Item 1.

(a)

Name of Issuer

The name of the Issuer is ProMIS Neurosciences Inc.

(b)

Address of Issuer’s Principal Executive Offices

The principal executive offices of the Issuer are located at Suite 200, 1920 Yonge Street, Toronto, Ontario.

Item 2.

(a)

Name of Person Filing

This statement is filed by the Reporting Persons.

(b)

Address of the Principal Office or, if none, residence

The address of the Reporting Persons is c/o JDJFOS, 2 Oliver Street, Suite 905, Boston, MA 02109.

(c)

Citizenship

Mr. Gordon is a citizen of the United States of America. Title 19 Investments is a Delaware limited liability company. Title 19 Acies and Title 19 Promis are series of a Delaware limited liability company.

(d)

Title of Class of Securities

The Schedule 13G statement relates to Common Shares of the Issuer.

(e)

CUSIP Number

The CUSIP number for the Common Stock is 74346M117.

Item 3.

If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o):

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not Applicable. See Explanatory Note above.

Item 4.

Ownership

Michael S. Gordon

(i)

Mr. Gordon may be deemed the beneficial owner of 912,536 Common Shares, consisting of (a) 206,250 Common Shares (the “August 2021 Common Shares”) owned by Title 19 Investments and 51,562 Common Shares underlying warrants (the “March 2022 Warrants”) owned by Title 19 Investments to purchase Common Shares, which are currently exercisable, (b) 106,391 Common Shares (the “October 2022 Common Shares”) owned by Title 19 Promis and 500,000 Common Shares underlying 30,000,000 Series 1 Preferred Shares (the “March 2022 Series 1 Preferred Shares”) owned by Title 19 Promis, which are currently convertible and (c) 48,333 Common Shares (the “Title 19 Acies Common Shares”) owned by Title 19 Acies. Mr. Gordon is the sole manager of each of Title 19 Investments, Title 19 Acies and Title 19 Promis.

(ii)

Mr. Gordon may be deemed the beneficial owner of 10.0% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Series 1 Preferred Shares and the Common Shares underlying the March 2022 Warrants.

(iii)

Number of Common Shares to which such person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 912,536

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 912,536

Title 19 Investments

(i)

Title 19 Investments may be deemed to be the beneficial owner of 257,812 Common Shares, consisting of the August 2021 Common Shares and the Common Shares underlying the March 2022 Warrants.

(ii)

Title 19 Investments may be deemed the beneficial owner of 3.0% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Warrants.

(iii)

Number of Common Shares to which such person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 257,812

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 257,812

Title 19 Acies

(i)

Title 19 Acies may be deemed to be the beneficial owner of the Title 19 Acies Common Shares.

(ii)

Title 19 Acies may be deemed the beneficial owner of 0.6% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022.

(iii)

Number of Common Shares to which such person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 48,333

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 48,333

Title 19 Promis

(i)

Title 19 Promis may be deemed to be the beneficial owner of 606,391 Common Shares, consisting of the October 2022 Common Shares and the Common Shares underlying the March 2022 Series 1 Preferred Shares.

(ii)

Title 19 Promis may be deemed the beneficial owner of 6.7% of the Common Shares outstanding. The percentage of beneficial ownership is based upon 8,579,284 Common Shares outstanding as of October 11, 2022, plus the Common Shares underlying the March 2022 Series 1 Preferred Shares.

(iii)

Number of Common Shares to which such person has:

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 606,391

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 606,391

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A attached hereto.

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2022

/s/ Michael S. Gordon

Michael S. Gordon

TITLE 19 INVESTMENTS LLC

TITLE 19 ACIES

TITLE 19 PROMIS


By:		/s/ Michael S. Gordon
Name: Michael S. Gordon
Title: Manager

NAMES OF REPORTING PERSONS

Michael S. Gordon

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☒ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America