Sec Form 3 Filing - Sclar Jeremy M. @ ProMIS Neurosciences Inc. - 2023-08-24

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sclar Jeremy M. 2. Issuer Name and Ticker or Trading Symbol ProMIS Neurosciences Inc. [ PMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 33 BOYLSTON STREET, SUITE 3000 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2023 (Street) CHESTNUT HILL, MA02467 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value 65,000 D Common Stock, no par value 1,005,726 I By: Crocker Mountain LLC ( 1 ) Common Stock, no par value 769,763 I By: Jeremy M. Sclar 2012 Irrevocable Family Trust ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series 1 Preferred Shares, no par value ( 3 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 150,000 I By Crocker Mountain ( 1 ) Series 1 Preferred Shares, no par value ( 3 ) ( 4 ) ( 4 ) ( 4 ) Common Stock 150,000 I By: JS Trust ( 2 ) Warrants to Purchase Common Shares, no par value ( 5 ) ( 5 ) 08/25/2026 Common Stock 85,208 I By Crocker Mountain ( 1 ) Warrants to Purchase Common Shares, no par value ( 6 ) 02/24/2024 02/24/2029 Common Stock 664,893 I By Crocker Mountain ( 1 ) Warrants to Purchase Common Shares, no par value ( 6 ) 02/24/2024 02/24/2029 Common Stock 664,894 I By: JS Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sclar Jeremy M. 33 BOYLSTON STREET, SUITE 3000 CHESTNUT HILL, MA02467 X Signatures Jeremy M. Sclar 09/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held through Crocker Mountain LLC, a Maine Limited liability company ("Crocker Mountain"). Mr Sclar is the sole manager of Crocker Mountain. ( 2 )Held through the Jeremy M. Sclar 2012 Irrevocable Family Trust, a trust formed under a trust instrument governed by the laws of the Commonwealth of Massachusetts ("JS Trust"). Mr Sclar's spouse is one of the trustees of the JS Trust. ( 3 )The Series 1 Preferred Shares are nonvoting and noninterest bearing and are currently convertible at a 60:1 ratio into Common Shares at the option of the holder. The Series 1 Preferred Shares will involuntarily convert into Common Shares upon cumulative qualified equity financing in excess of $30 million. ( 4 )150,000 Common Shares underlying 9,000,000 Series 1 Preferred Shares, each initially convertible into 1 Common Share in accordance with the terms of the Series 1 Preferred Shares, now convertible into an aggregate of 150,000 Common Shares. ( 5 )Consists of 85,208 warrants to purchase Common Shares, each warrant exercisable to purchase one Common Share at an exercise price of $12.60 per share. These warrants are currently exercisable and expire on August 25, 2026, the fifth anniversary of the issuance of the warrants. The warrants contain an acceleration clause allowing the Issuer to accelerate the expiration date of the warrant to 30 days following the time period during which the Common Share value weighted average price (VWAP) exceeds a TSX trading price of $37.80 for ten consecutive trading days. ( 6 )Each warrant to purchase one Common Share was issued on August 24, 2023 and has an exercise price of $1.75 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.