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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2025

PROMIS NEUROSCIENCES INC.

(Exact name of registrant as specified in its charter)

Ontario, Canada

001-41429

98-0647155

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Suite 200, 1920 Yonge Street,
Toronto, Ontario, Canada

    

M4S 3E2

(Address of principal executive
offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (416) 847-6898

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

    

Trading Symbol(s)

    

Name of Each Exchange on Which Registered

Common Shares, no par value per share

PMN

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☒

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2025, upon the recommendation of the Corporate Governance and Nominating Committee (the “Nominating Committee”) of the Board of Directors (the “Board”) of ProMIS Neurosciences Inc. (the “Company”), the Board appointed Slanix Paul Alex, Pharm.D. to join the Board, effective as of October 22, 2025. Dr. Alex will serve as a director until his term expires at the 2026 annual meeting of stockholders at which time he will stand for election by the Company’s stockholders. The Board determined that Dr. Alex is independent under the listing standards of Nasdaq. The compositions of the Compensation Committee, Nominating Committee and Audit Committee remain unchanged.

Dr. Alex joined Ally Bridge Group in 2023 and is the President and Portfolio Manager for the Public Equity strategy. Before joining Ally Bridge Group, Dr. Alex invested in life sciences companies as a founding Partner and Senior Analyst for Tri Locum Partners. Prior to that, Dr. Alex was an Investment Analyst for Consonance Capital Management and worked in sell-side biotechnology equity research at RBC Capital Markets and Credit Suisse. Dr. Alex began his career in strategy consulting at Bionest Partners, advising life sciences companies on business development and commercial strategy. Dr. Alex is a licensed pharmacist and holds a Pharm.D. from St John’s University.

Pursuant to the Company’s non-employee director compensation policy, Dr. Alex was granted an option (the “Initial Award”) to purchase 40,000 of the Company’s common shares (the “Common Shares”). The Initial Award vests 25% on the grant date with the remaining shares vesting ratably over thirty-six months, subject to Dr. Alex’s continuous service through the applicable vesting date. Dr. Alex will also receive an annual fee of $40,000 for service as a director. In addition, Dr. Alex will be eligible to receive, upon the conclusion of each annual meeting of stockholders, starting with the annual meeting of stockholders held in 2026, an option to purchase 20,000 Common Shares (the “Annual Award”). The Annual Award vests in full on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders following the date the Annual Award is granted, in each case, subject to Dr. Alex’s continuous service through the applicable vesting date. Pursuant to Ally Bridge Group’s governance policy, Dr. Alex’s equity awards and cash compensation will be attributed directly to Ally Bridge MedAlpha Master Fund L.P. and not to Dr. Alex as an individual.

Dr. Alex is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Alex and any other persons pursuant to which he was selected as a director. In addition, Dr. Alex has entered into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

Item 7.01. Regulation FD Disclosure.

On October 22, 2025, the Company issued a press release announcing Dr. Alex’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

 

Description

99.1

Press Release, dated October 22, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROMIS NEUROSCIENCES INC.

Date: October 24, 2025

By:

/s/ Neil Warma

Name: Neil Warma

Title: Chief Executive Officer

EX-99.1 2 pmn-20251022xex99d1.htm EX-99.1

Exhibit 99.1

Graphic

ProMIS Neurosciences Strengthens Board with Appointment of Slanix Paul Alex, Pharm.D., President and Portfolio Manager, Public Equity of Ally Bridge Group

Appointment reinforces ProMIS Neurosciences’ strategic vision and deepens investor engagement as the Company advances its differentiated Alzheimer’s program, PMN310.

Cambridge, Massachusetts – October 22, 2025 ProMIS Neurosciences, Inc. (Nasdaq: PMN), a clinical-stage biotechnology company developing next-generation therapies for Alzheimer’s disease (AD) and other neurodegenerative disorders, today announced that Slanix Paul Alex, Pharm.D., President and Portfolio Manager for Ally Bridge Group’s Public Equity strategy, has joined the Company’s Board of Directors. Dr. Alex has a highly distinguished Wall Street career spanning multiple leadership positions at public markets-focused healthcare investment firms and substantial sell-side biotechnology equity research experience. His deep understanding of capital markets, biopharma innovation and business development trends will provide valuable perspective to ProMIS.

“We are very pleased to welcome Slanix to ProMIS’ Board of Directors,” said Neil Warma, President and Chief Executive Officer of ProMIS Neurosciences. “As a highly esteemed member of the investment community, Slanix’s reputation, institutional knowledge and wealth of experience and insights will be invaluable as the Company approaches its key inflection points, with planned data readouts in 2Q26 and 4Q26 from its PRECISE-AD trial evaluating PMN310 in AD and as the Company advances towards late-stage clinical development. Ally Bridge Group is one of our largest shareholders and Slanix has been instrumental in championing this investment over the past couple of years, which I believe is a testament to the long-term value we believe the company can deliver for patients and investors.”

“I have strong conviction in ProMIS’ underlying science, its leadership team and their execution as exemplified  by Ally Bridge Group’s multiple investments over the past couple of years in the Company, most recently in July of this year,” said Dr. Alex. “Through our comprehensive diligence process, I have immersed myself in ProMIS’ foundational  science and robust drug development pipeline, have built intimate relationships with the management  team, and strongly believe they showcase the potential to unlock meaningful value. I look forward to working together to continue advancing PMN310 into the next phase of clinical development and usher ProMIS’ next-generation therapies targeting toxic misfolded proteins to patients.”

Dr. Alex joined Ally Bridge Group in 2023 and is the President and Portfolio Manager for the Public Equity strategy. Before joining Ally Bridge Group, Slanix invested in life sciences companies as a founding Partner and Senior Analyst for Tri Locum Partners and previously as an Investment Analyst for Consonance Capital Management. Prior to the buy-side, Slanix worked in sell-side biotechnology equity research at RBC Capital Markets and Credit Suisse. Slanix began his career in strategy consulting at Bionest Partners, advising life sciences companies on business development and commercial strategy. Slanix is a licensed pharmacist and holds a PharmD from St John’s University.

About Ally Bridge Group

Ally Bridge Group is a global healthcare investment manager focused on high-impact life sciences innovation in private and public markets. The Firm was founded in 2013 by Frank Yu, Chief Executive and Chief Investment Officer, and manages a significant investment portfolio across offices in New York and Hong Kong.


Through scientific and clinical research overlaid with M&A and capital markets expertise, Ally Bridge Group seeks to capture investment opportunities across the capital structure addressing unmet medical needs.

About ProMIS Neurosciences Inc.

ProMIS Neurosciences is a clinical-stage biotechnology company committed to the discovery and development of therapeutic antibodies and vaccines selective for toxic oligomers associated with the development and progression of neurodegenerative and other misfolded protein diseases. The Company’s proprietary target discovery engine, EpiSelect™, has been shown to predict novel targets known as Disease Specific Epitopes (DSEs) on the molecular surface of misfolded proteins that cause neurodegenerative and other misfolded protein diseases, including Alzheimer’s disease (AD), amyotrophic lateral sclerosis (ALS), frontotemporal dementia (FTD), multiple system atrophy (MSA), and Parkinson’s Disease (PD). ProMIS has offices in Cambridge, Massachusetts (USA) and Toronto, Ontario (CAN).

About PMN310 and the PRECISE-AD Trial for Alzheimer’s Disease (AD)

PMN310, the Company’s lead product candidate for the treatment of AD, is a humanized monoclonal antibody that has been designed to selectively target only the toxic oligomers, avoiding plaque, thereby potentially reducing or eliminating amyloid-related imaging abnormalities (ARIA) liability. In addition, because PMN310 may not be limited by off-target binding or side effects, PMN310 could potentially offer an improved efficacy profile over other amyloid-directed antibody therapeutics. PMN310 was granted Fast Track designation by the U.S. Food and Drug Administration in July 2025.

Based on the encouraging results from the Phase 1a trial (NCT06105528) of PMN310, ProMIS initiated PRECISE-AD, a Phase 1b clinical trial in AD patients. PRECISE-AD (NCT06750432) is a randomized, double-blind, placebo-controlled study to evaluate the safety, tolerability and pharmacokinetics (PK) of multiple ascending doses (5, 10, 20 mg/kg) of intravenous PMN310 in patients with Mild Cognitive Impairment due to AD and mild AD (Stage 3 and Stage 4 AD).  PRECISE-AD will be the first study to examine the effects of a monoclonal antibody directed solely against AβO on biomarkers associated with AD pathology and clinical outcomes. Safety will be a primary outcome of the study with particular emphasis on assessing whether, as a non-plaque binder, PMN310 may have a reduced risk of ARIA. The study is powered to provide 95% confidence for detection of ARIA. The study has been designed with a sample size intended to provide sufficient power to provide meaningful insight into effects of PMN310 on biomarkers and clinical outcomes.

EpiSelectTM Drug Discovery Engine

Toxic misfolded proteins underlie the pathogenesis of neurodegenerative diseases such as Alzheimer’s disease, Parkinson’s disease (PD), amyotrophic lateral sclerosis (ALS) and frontotemporal dementia (FTD). Generation of therapeutic antibodies selectively targeting only disease-misfolded protein isoforms, while sparing normal or irrelevant isoforms of the same protein, has not yet been successfully achieved by conventional immunization strategies. ProMIS Neurosciences has developed a computational platform (EpiSelectTM) to identify conformational epitopes that are uniquely exposed on toxic misfolded proteins, which can then be used to generate misfolding-specific antibodies or vaccine formulations. Application of the ProMIS platform produced PMN310, a clinical stage, humanized monoclonal antibody candidate that has been shown to be highly selective for toxic amyloid-beta oligomers (AβO) without significant reactivity with amyloid-beta monomers or fibrils, thereby avoiding target distraction by these more abundant species, and potentially reducing the risk of brain edema and microhemorrhages associated with the targeting of vascular/parenchymal amyloid. Similarly, specific epitopes for alpha-synuclein toxic oligomers/soluble fibrils that drive synucleinopathies, and for pathogenic TDP-43 in ALS and FTD have been identified and lead candidate antibodies generated. The precise conformation of these epitopes has been translated into vaccines inducing an antibody response selective for pathogenic molecular species in preclinical mouse vaccination studies This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.


Forward-Looking Statements

Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, ‎‎“forward-looking information”) within the meaning of applicable securities laws. In some cases, but not necessarily in all cases, forward-looking information can be identified by the ‎use of forward-looking terminology such as “plans”, “pleased to”, “look forward to”, “potential to”, “on track to”, “targets”, “expects” or “does not expect”, “is expected”, “excited about”, “an opportunity exists”, ‎‎“is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and ‎phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be ‎achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or ‎circumstances contain forward-looking information. Specifically, this news release contains forward-looking information relating to the contributions of the Company’s leadership team and board of directors, the Company's clinical progress of its lead product, PMN310, planned timing for anticipated data readouts in the second and fourth quarters of 2026 and the possibility that PMN310 has the potential to positively benefit patients with AD and to be a more effective and well-tolerated option, the targeting of toxic misfolded proteins in neurodegenerative diseases that the Company believes may directly address fundamental AD pathology (including the belief and understanding that toxic oligomers of Aβ are a major driver of AD) and have greater therapeutic potential due to reduction of off-target activity and the Company’s computational platform, including the capabilities thereof and the application of its platform to other diseases. Statements containing forward-looking information are not historical facts but instead represent management's current ‎expectations, estimates and projections regarding the future of our business, future plans, strategies, projections, anticipated events ‎and trends, the economy and other future conditions. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to ‎known and unknown risks, uncertainties and assumptions and other factors that may cause the actual results, level of activity, ‎performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the risk that clinical results or early results may not be indicative of future results, the Company’s ability to fund its operations and continue as a going concern, its accumulated deficit and the expectation for continued losses and future financial results. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, the factors discussed throughout the “Risk Factors” section of the Company's most recently filed Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent filings filed with the United States Securities and Exchange Commission. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For further information:

Visit us at www.promisneurosciences.com

Please submit media inquiries to info@promisneurosciences.com

For Investor Relations, please contact:

Kaytee Bock Zafereo

katherine.bock@promisneurosciences.com