aibioProMIS Neurosciences files $50,000,000 shelf and up to $17,988,524 share sales plan
Tickers PMN
ProMIS filed a $50,000,000 base shelf on Form S-3 and an at-the-market agreement with H.C. Wainwright & Co. for up to $17,988,524 of common shares, at a commission of up to 3.0%. The stock closed at $0.628 on August 11, 2025, and the supplement does not explain its float figures.
Key facts
- Company
- ProMIS Neurosciences Inc. (NASDAQ: PMN)
- News type
- Financings
- Primary source
- ProMIS Neurosciences Inc. S-3 (2025-08-13)
ProMIS Neurosciences Inc. (Nasdaq Capital Market: PMN) entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC dated August 13, 2025. The company may sell common shares through Wainwright as sales agent, with an aggregate offering price of up to $17,988,524. The shares are offered under a prospectus supplement attached to a Form S-3 shelf registration, File No. 333-289577. That base prospectus covers up to $50,000,000 of securities, and the $17,988,524 sits inside that amount. If no shares are sold under the agreement, the full $50,000,000 can be sold in other offerings.
Commission and costs
ProMIS will pay Wainwright a commission of up to 3.0% of the gross proceeds from each sale. It also agreed to reimburse Wainwright's fees and expenses, including its counsel's, up to $50,000 in the aggregate, plus up to $3,500 for each due diligence update session. The supplement treats those reimbursements as sales compensation to Wainwright.
Wainwright is not required to sell any specific number or dollar amount of shares. It will use commercially reasonable efforts, consistent with its normal trading and sales practices. Because there is no minimum offering amount, the total raised and the proceeds to the company cannot be known in advance.
The supplement puts net tangible book value at June 30, 2025 at approximately $(0.4) million, or $(0.01) per share. After the assumed sale of the full $17,988,524 at an assumed price of $0.628 per share, the as adjusted figure would be approximately $17.6 million, or approximately $0.28 per share. That is an increase of $0.29 per share for existing shareholders and immediate dilution of approximately $0.35 per share for new investors.
McMillan LLP of Toronto, Ontario, will pass on the validity of the securities and Canadian law matters for the company. Goodwin Procter LLP of Boston, Massachusetts, will pass on certain U.S. federal and Delaware state law matters. Ellenoff Grossman & Schole LLP of New York, New York, is counsel for Wainwright. The documents name no other bank or advisor.
The float and the price
The supplement puts the market value of non-affiliate shares at $57,274,286, based on 51,806,497 common shares outstanding and a price of $1.12 on the Nasdaq Capital Market on July 21, 2025. It also says 668,741 of those shares were held by non-affiliates. The supplement does not explain how the two figures relate. The closing sale price on August 11, 2025 was $0.628, well below the $1.12 used for the float.
The float sets a ceiling on the program. Under General Instruction I.B.6 of Form S-3, the company may not offer more than one-third of its public float in any 12-month period so long as its public float remains below $75.0 million. The supplement reports that the company sold $1,102,904 of common shares under that instruction in the 12 months ending on the filing date.
What the money is for
The company says net proceeds will go first to the clinical development of PMN310, its lead therapeutic candidate, and then to working capital and general corporate expenses. PMN310 is a monoclonal antibody designed to treat Alzheimer's disease by targeting toxic, misfolded oligomers of amyloid-beta. The company says it is conducting a Phase 1b trial of PMN310. Its annual report for 2024, filed March 31, 2025, lists the PRECISE-AD Phase 1b trial among its 2025 priorities. A second lead candidate, PMN267, targets ALS.
The annual report also cites an outside estimate that 6.9 million Americans aged 65 and older were living with Alzheimer's disease in 2024, a figure projected to reach 12.7 million by 2050. Those numbers describe the market, not the company's results.
What remains open
Shares are sold when the company asks for them, within the limits it sets for time period, daily volume and minimum price. Their timing and size will therefore appear only in later filings. The supplement offers no schedule for sales and says the company will report at least quarterly the number of shares sold through Wainwright.