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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the quarterly period ended June 30, 2025

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

​

Commission File Number 001-41429

PROMIS NEUROSCIENCES INC.

(Exact name of Registrant as specified in its Charter)

| ​ |
Ontario, Canada |  | 98-0647155
(State or other jurisdiction of incorporation or organization) | ​ | (I.R.S. Employer Identification No.)
Suite 200, 1920 Yonge Street | ​ | ​
​ | ​ | ​
Toronto, Ontario | ​ | M4S 3E2
(Address of principal executive offices) | ​ | (Zip Code)

​

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

Large accelerated filer |  | ☐ |  | Accelerated filer |  | ☐
​ | ​ | ​ | ​ | ​ | ​ | ​
Non-accelerated filer | ​ | ☒ | ​ | Smaller reporting company | ​ | ☒
​ | ​ | ​ | ​ | ​ | ​ | ​
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 13, 2025, the registrant had 51,806,497 Common Shares outstanding.

​

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Table of Contents

Table of Contents

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​ |  | Page
PART I | FINANCIAL INFORMATION | 3
Item 1. | Condensed Consolidated Financial Statements (unaudited) | 3
​ | Condensed Consolidated Balance Sheets | 3
​ | Condensed Consolidated Statements of Operations | 4
​ | Condensed Consolidated Statements of Changes in Shareholders’ Deficit | 5
​ | Condensed Consolidated Statements of Cash Flows | 7
​ | Notes to Unaudited Condensed Consolidated Financial Statements | 8
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31
Item 4. | Controls and Procedures | 31
​ | ​ | ​
PART II | OTHER INFORMATION | 32
Item 1. | Legal Proceedings | 32
Item 1A. | Risk Factors | 32
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34
Item 3. | Defaults Upon Senior Securities | 34
Item 4. | Mine Safety Disclosures | 34
Item 5. | Other Information | 34
Item 6. | Exhibits | 35
Signatures | ​ | 36

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Table of Contents

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that we believe are, or may be considered to be, “forward-looking statements.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on current beliefs, expectations or assumptions regarding the future of the business, future plans and strategies, operational results and other future conditions of the Company. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “plans,” “expects” or “does not expect,” “is expected,” “look forward to,” “budget,” “scheduled,” “estimates,” “forecasts,” “will continue,” “intends,” “the intent of,” “have the potential,” “anticipates,” “does not anticipate,” “believes,” “should,” “should not,” or variations of such words and phrases that indicate that certain actions, events or results “may,” “could,” “would,” “might,” or “will,” “be taken,” “occur,” or “be achieved,” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the Securities and Exchange Commission (“SEC”) or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.

Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to:

| ● | the anticipated amount, timing and accounting of contingent, milestone, royalty and other payments under licensing or collaboration agreements;

| ● | tax positions and contingencies; research and development costs; compensation and other selling, general and administrative expense;

| ● | foreign currency exchange risk;

| ● | estimated fair value of assets and liabilities; and impairment assessments;

| ● | the potential impact of increased competition in the markets in which we compete;

| ● | patent terms, patent term extensions, patent office actions and expected availability and period of regulatory exclusivity;

| ● | our plans and investments in our portfolio as well as implementation of our corporate strategy;

| ● | the risk that we will maintain enough liquidity to execute our business plan and our ability to continue as a going concern;

| ● | our expected use of proceeds from sales of our common shares or common share equivalents in offerings or “at-the-market” offerings and the period over which such proceeds, together with existing cash, will be sufficient to meet our operating needs;

| ● | our efforts to maintain our listing on Nasdaq;

| ● | the drivers for growing our business, including our plans and intention to commit resources relating to discovery, research and development programs and business development opportunities as well as the potential benefits and results of, and the anticipated completion of, certain business development transactions;

| ● | the expectations, development plans and anticipated timelines, including costs and timing of clinical trials, filings and approvals, of our products candidates and pipeline programs, including collaborations with third-parties, as well as the potential therapeutic scope of the development and commercialization of our and our collaborators’ pipeline product candidates, if approved;

| ● | the timing, outcome and impact of administrative, regulatory, legal and other proceedings related to our patents and other proprietary and intellectual property rights, tax audits, assessments and settlements, pricing matters, sales and promotional practices, product liability and other matters;

| ● | our ability to finance our operations and business initiatives and obtain funding for such activities;

| ● | the direct and indirect impact of health crises on our business and operations, including expenses, reserves and allowances, the supply chain, manufacturing, cyber-attacks or other privacy or data security incidents, research and development costs, clinical trials and employees;

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Table of Contents

| ● | the impact of global financial, economic, political and health events, such as rising inflation, market volatility, fluctuating interest rates, capital markets disruptions, legislative action and international tariffs;

| ● | the potential impact of healthcare reform in the United States and measures being taken worldwide designed to reduce healthcare costs and limit the overall level of government expenditures, including the impact of pricing actions and reduced reimbursement for our product candidates, if approved;

| ● | the impact of the continued uncertainty of the credit and economic conditions in certain countries and our collection of accounts receivable in such countries;

| ● | the risk that we become characterized as a passive foreign investment company;

| ● | our ability to prevent and successfully remediate any significant deficiencies or material weaknesses in internal controls over financial reporting;

| ● | lease commitments, purchase obligations and the timing and satisfaction of other contractual obligations; and

| ● | the impact of new laws (including tax and tariff policies), regulatory requirements, judicial decisions and accounting standards.

​

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other forward-looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. Risks, uncertainties and other factors which may cause the actual results, performance or achievements of ProMIS Neurosciences Inc. (the “Company”), as applicable, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and statements include, but are not limited to, the risks described under the heading “Risk Factors Summary” and in Item 1A—“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025 (the “Form 10-K”) as well as the risks described in Item 1A—“Risk Factors” in subsequently filed Quarterly Reports on Form 10-Q.

Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Quarterly Report on Form 10-Q, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Quarterly Report on Form 10-Q.

​

​

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Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PROMIS NEUROSCIENCES INC.

Condensed Consolidated Balance Sheets

(expressed in US dollars, except share amounts)

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Assets | ​ | ​ | ​ | ​ | ​ | ​ | ​
Current assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash | ​ | $ | 4,510,119 | ​ | $ | 13,291,167 | ​
Short-term investments | ​ |  | 33,051 | ​ |  | 33,051 | ​
Prepaid expenses and other current assets | ​ |  | 4,966,326 | ​ |  | 5,587,238 | ​
Total current assets | ​ |  | 9,509,496 | ​ |  | 18,911,456 | ​
Total assets | ​ | $ | 9,509,496 | ​ | $ | 18,911,456 | ​
Liabilities and Shareholders' (Deficit) Equity | ​ |  |  | ​ |  |  | ​
Current liabilities: | ​ |  |  | ​ |  |  | ​
Accounts payable | ​ | $ | 2,780,179 | ​ | $ | 1,737,463 | ​
Accrued liabilities | ​ | ​ | 7,043,908 | ​ | ​ | 480,962 | ​
Total current liabilities | ​ |  | 9,824,087 | ​ |  | 2,218,425 | ​
Share-based compensation liability | ​ |  | 62,395 | ​ |  | 199,263 | ​
Warrant liability | ​ |  | 5,592 | ​ |  | 5,592 | ​
Total liabilities | ​ |  | 9,892,074 | ​ |  | 2,423,280 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Commitments and contingencies | ​ |  |  | ​ |  |  | ​
Shareholders' (deficit) equity: | ​ |  |  | ​ |  |  | ​
Common Shares, no par value, unlimited shares authorized, 32,689,190 shares issued and outstanding as of June 30, 2025 and December 31, 2024 | ​ |  | — | ​ |  | — | ​
Additional paid-in capital | ​ |  | 108,140,611 | ​ |  | 107,546,433 | ​
Accumulated other comprehensive loss | ​ |  | (371,184) | ​ |  | (371,184) | ​
Accumulated deficit | ​ |  | (108,152,005) | ​ |  | (90,687,073) | ​
Total shareholders' (deficit) equity | ​ |  | (382,578) | ​ |  | 16,488,176 | ​
Total liabilities and shareholders' (deficit) equity | ​ | $ | 9,509,496 | ​ | $ | 18,911,456 | ​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

3

Table of Contents

PROMIS NEUROSCIENCES INC.

Condensed Consolidated Statements of Operations

(expressed in US dollars, except share amounts)

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the | ​ | For the | ​ | For the | ​ | For the | ​
​ | ​ | Three Months Ended | ​ | Three Months Ended | ​ | Six Months Ended | ​ | Six Months Ended | ​
​ | ​ | June 30, | ​ | June 30, | ​ | June 30, | ​ | June 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Research and development | ​ | $ | 8,749,784 | ​ | $ | 1,625,821 | ​ | $ | 14,214,034 | ​ | $ | 3,749,599 | ​
General and administrative | ​ |  | 1,434,877 | ​ |  | 1,087,885 | ​ |  | 3,430,723 | ​ |  | 2,640,758 | ​
Total operating expenses | ​ |  | 10,184,661 | ​ |  | 2,713,706 | ​ |  | 17,644,757 | ​ |  | 6,390,357 | ​
Loss from operations | ​ |  | (10,184,661) | ​ |  | (2,713,706) | ​ |  | (17,644,757) | ​ |  | (6,390,357) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Other income (expense): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Change in fair value of financial instruments | ​ |  | — | ​ |  | 59,087 | ​ |  | — | ​ |  | 44,954 | ​
Interest expense | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (76,774) | ​
Other income | ​ | ​ | 67,632 | ​ | ​ | 30,962 | ​ | ​ | 179,825 | ​ | ​ | 163,432 | ​
Total other income (expense), net | ​ | ​ | 67,632 | ​ | ​ | 90,049 | ​ | ​ | 179,825 | ​ | ​ | 131,612 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | $ | (10,117,029) | ​ | $ | (2,623,657) | ​ | $ | (17,464,932) | ​ | $ | (6,258,745) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss per share, basic and diluted | ​ | $ | (0.29) | ​ | $ | (0.13) | ​ | $ | (0.50) | ​ | $ | (0.32) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted-average of outstanding Common Shares, basic and diluted | ​ | ​ | 34,851,203 | ​ |  | 19,770,739 | ​ |  | 34,851,203 | ​ |  | 19,544,908 | ​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

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PROMIS NEUROSCIENCES INC.

Condensed Consolidated Statements of Changes in Shareholders’ Deficit

(expressed in US dollars, except share amounts)

(Unaudited)

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Series 2 Convertible | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ |  | ​
​ | ​ | Preferred Shares | ​ | Common Shares | ​ | Paid-in | ​ | Comprehensive | ​ | Accumulated | ​ |  | ​
​ | ​ | Shares | ​ | Amount | ​ | Shares | ​ | Amount | ​ | Capital | ​ | Loss | ​ | Deficit | ​ | Total
Balance, April 1, 2024 |  | 1,166,667 |  | $ | — |  | 18,961,116 |  | $ | — |  | $ | 97,549,317 |  | $ | (371,184) |  | $ | (97,101,034) |  | $ | 77,099
Share-based compensation expense | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 17,999 | ​ |  | — | ​ |  | — | ​ | ​ | 17,999
Re-measurement of liability-classified CAD stock options as of June 30, 2024 | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 251,481 | ​ |  | — | ​ |  | — | ​ | ​ | 251,481
Net loss | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (2,623,657) | ​ | ​ | (2,623,657)
Balance, June 30, 2024 |  | 1,166,667 | ​ | $ | — | ​ | 18,961,116 | ​ | $ | — |  | $ | 97,818,797 |  | $ | (371,184) |  | $ | (99,724,691) | ​ | $ | (2,277,078)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Series 2 Convertible | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Preferred Shares | ​ | Common Shares | ​ | Paid-in | ​ | Comprehensive | ​ | Accumulated | ​ | ​ | ​
​ | ​ | Shares | ​ | Amount | ​ | Shares | ​ | Amount | ​ | Capital | ​ | Loss | ​ | Deficit | ​ | Total
Balance, April 1, 2025 |  | — | ​ | $ | — |  | 32,689,190 | ​ | $ | — | ​ | $ | 107,877,891 | ​ | $ | (371,184) | ​ | $ | (98,034,976) | ​ | $ | 9,471,731
Share-based compensation expense | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 212,015 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 212,015
Re-measurement of liability-classified CAD stock options as of June 30, 2025 | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ | ​ | 50,705 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 50,705
Net loss |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (10,117,029) | ​ |  | (10,117,029)
Balance, June 30, 2025 |  | — | ​ | $ | — |  | 32,689,190 | ​ | $ | — | ​ | $ | 108,140,611 | ​ | $ | (371,184) | ​ | $ | (108,152,005) | ​ | $ | (382,578)

​

​

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​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Series 2 Convertible | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ |  | ​
​ | ​ | Preferred Shares | ​ | Common Shares | ​ | Paid-in | ​ | Comprehensive | ​ | Accumulated | ​ |  | ​
​ | ​ | Shares | ​ | Amount | ​ | Shares | ​ | Amount | ​ | Capital | ​ | Loss | ​ | Deficit | ​ | Total
Balance, January 1, 2024 |  | 1,166,667 |  | $ | — |  | 18,885,254 | ​ | $ | — |  | $ | 97,590,426 |  | $ | (371,184) |  | $ | (93,465,946) |  | $ | 3,753,296
Share-based compensation expense |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 81,583 | ​ |  | — | ​ |  | — | ​ | ​ | 81,583
Issuance of Common Shares from ATM Offering, net of issuance costs | ​ | — | ​ |  | — |  | 75,862 | ​ |  | — | ​ |  | 190,274 | ​ |  | — | ​ |  | — | ​ | ​ | 190,274
Re-measurement of liability-classified CAD stock options as of June 30, 2024 | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ | ​ | (43,486) | ​ |  | — | ​ |  | — | ​ | ​ | (43,486)
Net loss |  | — | ​ | ​ | — |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (6,258,715) | ​ | ​ | (6,258,715)
Balance, June 30, 2024 |  | 1,166,667 | ​ | $ | — | ​ | 18,961,116 | ​ | $ | — |  | $ | 97,818,797 |  | $ | (371,184) |  | $ | (99,724,661) | ​ | $ | (2,277,048)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Accumulated | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Series 2 Convertible | ​ | ​ | ​ | ​ | ​ | ​ | Additional | ​ | Other | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Preferred Shares | ​ | Common Shares | ​ | Paid-in | ​ | Comprehensive | ​ | Accumulated | ​ | ​ | ​
​ | ​ | Shares | ​ | Amount | ​ | Shares | ​ | Amount | ​ | Capital | ​ | Loss | ​ | Deficit | ​ | Total
Balance, January 1, 2025 |  | — |  | $ | — |  | 32,689,190 |  | $ | — |  | $ | 107,546,433 |  | $ | (371,184) |  | $ | (90,687,073) |  | $ | 16,488,176
Share-based compensation expense |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | 457,310 | ​ |  | — | ​ |  | — | ​ |  | 457,310
Re-measurement of liability-classified CAD stock options as of June 30, 2025 | ​ | — | ​ |  | — |  | — | ​ |  | — | ​ | ​ | 136,868 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 136,868
Net loss |  | — | ​ |  | — |  | — | ​ |  | — | ​ |  | — | ​ |  | — | ​ |  | (17,464,932) | ​ |  | (17,464,932)
Balance, June 30, 2025 |  | — | ​ | $ | — |  | 32,689,190 | ​ | $ | — | ​ | $ | 108,140,611 | ​ | $ | (371,184) | ​ | $ | (108,152,005) | ​ | $ | (382,578)

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

​

​

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PROMIS NEUROSCIENCES INC.

Condensed Consolidated Statements of Cash Flows

(expressed in US dollars)

(Unaudited)

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended | ​
​ | ​ | June 30, | ​
​ |  | 2025 |  | 2024 | ​
Cash flows from operating activities | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net Loss | ​ | $ | (17,464,932) | ​ | $ | (6,258,745) | ​
Adjustments to reconcile net loss to net cash used in operating activities: | ​ | ​ | ​ | ​ | ​ | ​ | ​
Share-based compensation expense | ​ |  | 457,310 | ​ |  | 81,583 | ​
Change in fair value of warrant liability | ​ |  | — | ​ |  | (44,954) | ​
Changes in operating assets and liabilities: | ​ |  | ​ | ​ |  |  | ​
Prepaid expenses and other current assets | ​ |  | 620,912 | ​ |  | 603,865 | ​
Accounts payable | ​ |  | 1,042,716 | ​ |  | (5,827,969) | ​
Accrued liabilities | ​ |  | 6,562,946 | ​ |  | (349,737) | ​
Net cash used in operating activities | ​ |  | (8,781,048) | ​ |  | (11,795,957) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash flows from financing activities | ​ |  |  | ​ |  |  | ​
Proceeds from issuance of Common Shares from ATM Offering, net of issuance costs | ​ |  | — | ​ |  | 190,274 | ​
Net cash provided by financing activities | ​ |  | — | ​ |  | 190,274 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net decrease in cash | ​ |  | (8,781,048) | ​ |  | (11,605,683) | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash at beginning of period | ​ |  | 13,291,167 | ​ |  | 12,598,146 | ​
Cash at end of period | ​ | $ | 4,510,119 | ​ | $ | 992,463 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Noncash financing activities | ​ |  |  | ​ |  |  | ​
(Decrease) increase in share-based compensation liability on CAD denominated share options (increasing) decreasing additional paid-in-capital | ​ | $ | (136,868) | ​ | $ | 43,486 | ​
Deferred financing costs included in accounts payable and accrued liabilities | ​ | $ | — | ​ | $ | 99,555 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Supplemental disclosure of cash flow information | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash paid for interest | ​ | $ | — | ​ | $ | 76,744 | ​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

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PROMIS NEUROSCIENCES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(expressed in US dollars, except share and per share amounts)

(Unaudited)

1. | DESCRIPTION OF BUSINESS

Business Description

ProMIS Neurosciences Inc. (the “Company” or “ProMIS”) is applying its patented technology platform to build a portfolio of antibody therapies, therapeutic vaccines, and other antibody-based therapies in neurodegenerative diseases and other protein-misfolding diseases, with a focus on Alzheimer’s disease (AD), multiple system atrophy (MSA), and amyotrophic lateral sclerosis (ALS). The Company believes these diseases share a common biologic cause — misfolded versions of proteins, that otherwise perform a normal function, becoming toxic and killing neurons, resulting in disease. ProMIS’ technology platform enables drug discovery through a combination of protein biology, physics and supercomputing. ProMIS believes this platform provides a potential advantage in selectively targeting the toxic misfolded proteins with therapeutics or detecting them with diagnostics.

The Company is developing a pipeline of antibodies aimed at selectively targeting misfolded toxic forms of proteins that drive neurodegenerative diseases without interfering with the essential functions of the same properly folded proteins. The Company's product candidates are PMN310, PMN267, and PMN442. The lead product candidate, PMN310, is a monoclonal antibody designed to treat AD by selectively targeting toxic, misfolded oligomers of amyloid-beta. PMN267 is our second lead product candidate targeting ALS. It has been shown in preclinical studies to selectively recognize misfolded, cytoplasmic TDP 43 aggregates without interacting with normal TDP-43. Misfolded TDP-43 is believed to play an important role in the development of ALS. In light of research suggesting that misfolded toxic alpha-synuclein (a-syn) is a primary driver of disease in synucleinopathies such as MSA and Parkinson’s disease, our third lead product candidate, PMN442, has shown robust binding to pathogenic a-syn oligomers and seeding fibrils in preclinical studies, with negligible binding to a-syn monomers and physiologic tetramers which are required for normal neuronal function.

The Company was incorporated on January 23, 2004 under the Canada Business Corporations Act (“CBCA”). On July 13, 2023, the Company continued its existence from a corporation incorporated under the CBCA into the Province of Ontario under the Business Corporations Act (Ontario) (“OBCA”) (“Continuance”). The Continuance was approved by the Company’s shareholders at the Company’s 2023 Annual Meeting of Shareholders held on June 29, 2023. The Company is located at 1920 Yonge Street, Toronto, Ontario. The Company’s Common Shares are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol PMN. The Company has a wholly-owned U.S. subsidiary, ProMIS Neurosciences (US) Inc. (“ProMIS USA”), which was incorporated in January 2016 in the State of Delaware. As of June 30, 2025, ProMIS USA has had no material activity and has no material financial impact on the Company’s unaudited consolidated financial statements.

The success of the Company is dependent on obtaining the necessary regulatory approvals of its product candidates, marketing its products, if approved, and achieving profitable operations. The continuation of the research and development activities and the commercialization of its products, if approved, are dependent on the Company’s ability to successfully complete these activities and to obtain additional financing through a combination of financing activities and operations. It is not possible to predict either the outcome of future research and development or commercialization programs, the Company’s ability to fund these programs, or the related impact of those outcomes on the Company’s ability to continue as a going concern.

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Liquidity Risk

The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. In July 2025, the Company received gross proceeds of $21.6 million from discounted warrant exercises, the sale of additional warrants in private placements, and the sale of pre-funded warrants to purchase Common Shares in a registered direct offering. Transaction costs are currently not estimable by the Company, as they are still being determined. Refer to additional discussion in Note 12. The Company has not generated revenues from its activities. The Company had a net loss of $10.1 million and $17.5 million for the three and six months ended June 30, 2025, respectively, an accumulated deficit of $108.2 million as of June 30, 2025, and negative cash flows from operations of $8.8 million for the six months ended June 30, 2025. Management believes these conditions raise substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the date these unaudited condensed consolidated financial statements are issued.

The Company will require additional funding to conduct future clinical activities. The Company will seek additional funding through public and private financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although the Company has been successful in raising capital in the past, there is no assurance of success in obtaining such additional financing on acceptable terms, if at all, and there is no assurance that the Company will be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, it could force delays, reduce or eliminate research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect future business prospects, and the ability to continue operations.

The Company expects to incur net losses for at least the next several years as the Company advances its product candidates. The Company is actively pursuing additional financing to further develop certain of the Company’s scientific initiatives, but there is no assurance these initiatives will be successful, timely or sufficient.

​

​

2. | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024, which are included with the Company’s Annual Report on Form 10-K and related amendments filed with the United States Securities Exchange Commission (“SEC”). Furthermore, the Company’s significant accounting policies are disclosed in the audited consolidated financial statements for the years ended December 31, 2024 and 2023, included in the Company’s Annual Report on Form 10-K filed with the SEC. Since the date of those audited consolidated financial statements, there have been no changes to the Company’s significant accounting policies.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) for financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements for the periods presented reflect all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations, and cash flows. The December 31, 2024 condensed consolidated balance sheet was derived from audited consolidated financial statements, but does not include all GAAP disclosures. The unaudited condensed consolidated financial statements for the interim periods are not necessarily indicative of results for the full year.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

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Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses. Actual results could differ from those estimates, and such differences could be material to the unaudited condensed consolidated financial statements.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in making decisions on how to allocate resources and assess performance. The Company has one operating segment and its Chief Executive Officer serves as the CODM. Substantially all of the Company’s assets are located in Canada. Refer to additional Segment Information in Note 9.

Emerging Growth Company Status

The Company is an Emerging Growth Company, as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In the Company’s 2024 Annual Report on Form 10-K, the Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) for the annual period ended December 31, 2024. ASU 2023-07 requires public entities to disclose significant segment expenses and other segment items for both interim and annual periods. For interim periods, ASU 2023-07 also requires all disclosures about a reportable segment’s profit or loss and assets that were previously required annually. These disclosures are included in Note 9, “Segment Reporting.”

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 became effective for the annual period starting on January 1, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company’s income tax disclosures.

Recently Issued Accounting Pronouncements

In 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220- 40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities, among other items, to disclose in a tabular format, on an annual and interim basis, purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that contains those expenses. ASU 2024-03 becomes effective for the annual period starting on January 1, 2027 and interim periods starting on January 1, 2028. The Company is in the process of analyzing the impact that the adoption of ASU 2024-03 will have on its disclosures.

​

.

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3. | FAIR VALUE MEASUREMENTS

The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2025, and December 31, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of June 30, 2025
​ |  | Level 1 |  | Level 2 |  | ​ | Level 3 |  | Total
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Short-term investments | ​ | $ | 33,051 | ​ | $ | — | ​ | $ | — | ​ | $ | 33,051
Total assets measured at fair value | ​ | $ | 33,051 | ​ | $ | — | ​ | $ | — | ​ | $ | 33,051
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Share-based compensation liability | ​ | $ | — | ​ | $ | — | ​ | $ | 62,395 | ​ | $ | 62,395
Warrant liability | ​ | $ | — | ​ | $ | — | ​ | $ | 5,592 | ​ | $ | 5,592
Total liabilities measured at fair value | ​ | $ | — | ​ | $ | — | ​ | $ | 67,987 | ​ | $ | 67,987

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | As of December 31, 2024
​ |  | Level 1 |  | Level 2 |  | ​ | Level 3 |  | Total
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Short-term investments | ​ | $ | 33,051 | ​ | $ | — | ​ | $ | — | ​ | $ | 33,051
Total assets measured at fair value | ​ | $ | 33,051 | ​ | $ | — | ​ | $ | — | ​ | $ | 33,051
Liabilities: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |
Share-based compensation liability | ​ | $ | — | ​ | $ | — | ​ | $ | 199,263 | ​ | $ | 199,263
Warrant liability | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5,592 | ​ | ​ | 5,592
Total liabilities measured at fair value | ​ | $ | — | ​ | $ | — | ​ | $ | 204,855 | ​ | $ | 204,855

​

No transfers between levels have occurred in either reporting period presented. Refer to Note 6 below for disclosures related to the warrant liability and Note 8 for disclosures related to share-based compensation liability.

​

4. | PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Upfront research payments | ​ | $ | 4,759,310 | ​ | $ | 5,087,692 | ​
Accrued interest and other receivables | ​ |  | 29,484 | ​ |  | 78,034 | ​
Insurance | ​ |  | 89,136 | ​ |  | 335,976 | ​
License fees | ​ |  | 75,352 | ​ |  | 38,255 | ​
Miscellaneous | ​ |  | 13,044 | ​ |  | 47,281 | ​
Total prepaid expenses and other current assets | ​ | $ | 4,966,326 | ​ | $ | 5,587,238 | ​

​

​

​

5. | ACCRUED LIABILITIES AND ACCOUNTS PAYABLE

Accrued liabilities consist of the following:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Legal | ​ | $ | 33,931 | ​ | $ | 44,610 | ​
Accounting | ​ |  | 138,096 | ​ |  | 95,182 | ​
Research and development | ​ |  | 6,564,059 | ​ |  | 223,559 | ​
Severance | ​ | ​ | 303,546 | ​ | ​ | 38,328 | ​
Other | ​ |  | 4,276 | ​ |  | 79,283 | ​
Accrued liabilities | ​ | $ | 7,043,908 | ​ | $ | 480,962 | ​

​

​

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​

​

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​

​

6. | EQUITY

The Company has authorized an unlimited number of both Common and Preferred Shares. As of June 30, 2025 and December 31, 2024, the Company had 32,689,190 issued and outstanding Common Shares. The Common Shares have no par value.

Common Shares reserved for future issuance consists of the following:

​

​ | ​ | ​ | ​ | ​ | ​
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Warrants |  | 57,141,386 |  | 57,141,386 | ​
Options issued and outstanding under stock option plan |  | 3,760,859 |  | 3,574,453 | ​
Deferred Share Units granted |  | 1,061 |  | 1,061 | ​
Common Shares available for grant under stock option plan |  | 2,776,979 |  | 2,963,385 | ​
Total Common Shares reserved for future issuance |  | 63,680,285 |  | 63,680,285 | ​

​

The preferences, privileges and rights of the Common Shares are as follows:

Voting

Subject to any special voting rights or restrictions, holders of Common Shares entitled to vote shall have one vote per share.

Dividends

The Board of Directors may from time to time declare and authorize payment of dividends, if any, as they may deem advisable and need not give notice of such declaration to any shareholder. Subject to the rights of common shareholders, if any, holding shares with specific rights as to dividends, all dividends on Common Shares shall be declared and paid according to the number of such shares held.

Liquidation Rights

In the event of the liquidation, dissolution or winding-up of the Company or any other distribution of the Company’s assets for the purpose of winding up the Company’s affairs, after the payment of dividends declared but unpaid, the holders of Common Shares shall be entitled pari passu to receive any remaining property of the Company.

Equity Transactions

July 2024 Private Placement

On July 26, 2024, the Company entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) to raise $30,332,984 in aggregate gross proceeds for the Company (the “July 2024 PIPE”) before deducting $2,675,487 in placement agent fees and other expenses. All gross proceeds were received by the Company as of December 31, 2024.

Pursuant to the terms of the Unit Purchase Agreement, the Company agreed to sell to PIPE Investors in the Offering, an aggregate of (x) 9,757,669 common share units (the “Common Share Units”), each consisting of (i) one Common Share, (ii) one Tranche A Common Share purchase warrant to purchase one Common Share, (iii) one Tranche B Common Share purchase warrant to purchase one Common Share and (iv) one Tranche C Common Share purchase warrant to purchase one Common Share (each, a “Warrant”, collectively, the “Warrants”) and, for certain investors, (y) 4,371,027 Pre-funded units (the “Pre-funded Units” and together with the Common Share Units, the “Units”), each consisting of (i) one Pre-funded Warrant to purchase one Common Share (each, a “Pre-funded Warrant”, collectively, the “Pre-funded Warrants”, and the Common Shares issuable upon exercise of the Warrants and the Pre-funded Warrants, the “Warrant Shares”), (ii) one Tranche A Common Share purchase warrant to purchase one Common Share, (iii) one Tranche B Common Share purchase warrant to purchase one Common Share and (iv) one Tranche C Common Share purchase warrant to purchase one Common Share.

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The purchase price for each Common Share Unit was $2.15 per Common Share Unit, and the purchase price for each Pre-funded Unit was $2.14 per Pre-funded Unit. The Pre-funded Warrants have an exercise price of $0.01 per Warrant Share, are immediately exercisable and will expire when exercised in full. The Tranche A Common Share purchase warrants have an exercise price of $2.02, for aggregate gross proceeds of up to $28.5 million, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 18 months or (ii) within 60 days of the Tranche A Milestone Event (as defined below). The Tranche B Common Share purchase warrants have an exercise price of $2.02, for aggregate gross proceeds of up to $28.5 million, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 30 months or (ii) within 60 days of the Tranche B Milestone Event (as defined below). The Tranche C Common Share purchase warrants have an exercise price of $2.50, for aggregate gross proceeds of up to $35.3 million, are immediately exercisable and will expire on July 31, 2029. For purposes of the foregoing, “Tranche A Milestone Event” means the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with multiple ascending doses of PMN310, and “Tranche B Milestone Event” means the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with multiple ascending doses of PMN310. Pursuant to Nasdaq Listing Rule 5635(d), the exercise of the Tranche A and Tranche B Common Share purchase warrants is subject to shareholder approval (the “Shareholder Approval”). The Company agreed to convene a shareholders’ meeting, or otherwise obtain written Shareholder Approval, on or before 90 days following the Closing Date, to obtain such approval.

The AB Warrants were classified as liabilities (“AB Warrant Liability”) and recorded at fair value utilizing level 3 inputs at issuance due to the requirement for Shareholder Approval. Under the applicable accounting guidance, the requirement for Shareholder Approval precludes a financial instrument from equity classification, as it cannot be considered indexed to the Company's own stock. The preclusion is because of the potential of the settlement amount differing than a fixed for fixed option on the Company's shares. The fair value of the AB Warrant Liability at issuance was determined to be $31,182,033, calculated using a Black Scholes calculation on July 26, 2024 with the following weighted average assumptions: share price of $2.02, the most currently available Nasdaq Official Closing Price for the Company’s Common Shares when the Company entered into the purchase agreements, exercise price of $2.02, volatility of 102.5%, risk-free rate of 4.34%, and a term of 2.1 years.

The Company incurred offering costs totaling $2,675,487 that consisted of placement agent fees and direct incremental legal, advisory, accounting and filing fees relating to the July 2024 PIPE, resulting in net cash proceeds of $27,657,497. The value of the AB Warrants exceeded the net proceeds received. As a result, the entire proceeds and offering costs were allocated to the AB Warrant liability, which resulted in a loss on issuance of Common Shares, warrants, and Pre-funded warrants of $3,524,535 during the quarter ended September 30, 2024 and was recorded in other income (expense) in the consolidated statements of operations.

On October 23, 2024, Shareholder Approval for the Tranche A and B Warrants was obtained during the Company’s Special Meeting of Shareholders. Following Shareholder Approval, the Company determined that the AB Warrants met the criteria for equity classification. The Company re-measured the fair value of the AB Warrant Liability at October 23, 2024 to $8,689,149, calculated using a Black Scholes calculation with the following weighted average assumptions: volatility of 100.9%, share price of $0.95, exercise price of $2.02, risk-free rate of 4.10%, and a term of 1.9 years. The change in fair value of the AB Warrant Liability of $22,492,884 was recorded in other income (expense) in the consolidated statements of operations during the three months ended December 31, 2024, and the remaining fair value of $8,689,149 was reclassified from liability to additional paid-in-capital in the consolidated balance sheet.

A summary of C$ and 2024 PIPE AB warrant liability activity for the year ended December 31, 2024 is as follows:

​

​ | ​ | ​ | ​
​ | ​ | December 31,
​ | ​ | 2024
Fair value at December 31, 2023 | ​ | $ | 94,185
July 2024 PIPE AB Warrant Liability at issuance | ​ | ​ | 31,182,033
Change in fair value of 2024 PIPE AB Warrant Liability | ​ | ​ | (22,492,884)
Reclassification of 2024 PIPE AB Warrant Liability to equity | ​ |  | (8,689,149)
Change in fair value of C$ warrant liability | ​ | ​ | (88,593)
Fair value at December 31, 2024 | ​ | $ | 5,592

​

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There was no material warrant liability activity during the three and six months ended June 30, 2025.

​

At-the-Market Offering (ATM)

In September 2023, the Company filed a shelf registration statement with the SEC. In conjunction with the shelf registration, the Company entered into an At The Market Offering Agreement with BTIG, LLC (the “ATM Agreement”) on January 5, 2024 to offer up to $25.0 million of its Common Shares. During the three and six months ended June 30, 2025, the Company did not sell any Common Shares pursuant to the ATM Agreement. The Company terminated the ATM Agreement on July 21, 2025.

​

​

​

​

7. | WARRANTS

As of June 30, 2025, outstanding Common Share warrants and exercise prices related to unit offerings are as follows:

​

​ | ​ | ​ | ​ | ​
Exercise |  | Number of |  | ​
Price $ |  | Warrants | ​ | Expiry date
C$12.00 |  | 279,613 |  | November 2025
US$2.02 | ​ | 14,128,696 | ​ | January 2026
US$12.60 |  | 524,088 |  | August 2026
US$9.60 |  | 146,744 |  | August 2026
US$2.02 | ​ | 14,128,696 | ​ | January 2027
US$7.50 |  | 345,938 |  | April 2028
US$6.10 |  | 69,188 |  | April 2028
US$1.75 |  | 11,227,714 |  | February 2029
US$2.50 | ​ | 14,128,696 | ​ | July 2029
US$0.01 | ​ | 2,162,013 | ​ | None
​ |  | 57,141,386 | ​ | ​

​

​

There were no warrant exercises in the three or six months ended June 30, 2025.

​

​

8. | SHARE-BASED COMPENSATION

2025 Stock Option Plan

At its June 2025 Annual Meeting of Shareholders, the Company’s 2025 Stock Option and Incentive Plan (“2025 Option Plan”) was approved by the shareholders. The 2025 Option Plan replaces the 2015 Stock Option Plan (“2015 Option Plan”), originally referred to as the 2007 Option Plan. No new awards can be issued under the 2015 Option Plan. The Company reserved 2,946,719 Common Shares for issuance under the 2025 Option Plan at the time of adoption. As of June 30, 2025 and December 31, 2024, the Company had 2,776,979 and 2,963,385 options available for grant under the 2025 Option Plan and 2015 Option Plan, respectively. The Common Shares underlying any awards under the 2025 Option Plan and 2015 Option Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) are added back to the shares available for issuance under the 2025 Option Plan. Share options are granted in either US$ or C$. Upon the change in the Company’s functional currency, effective July 1, 2023, C$ share options previously classified as equity were reclassified as liabilities. All grants following the Company’s change in functional currency are in US$.

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Canadian Dollar Share Options

​

The following table summarizes the C$ share options outstanding under the 2025 Option Plan and 2015 Option Plan for the six months ended June 30, 2025. All amounts are denominated in C$, except year and share amounts:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | ​ | ​
​ |  | ​ |  | Weighted |  | Average |  | ​ | ​
​ |  | ​ |  | Average |  | Remaining |  | ​ | ​
​ | ​ | Number of |  | Exercise |  | Contractual | ​ | Aggregate
​ | ​ | Share |  | Price Per |  | Term | ​ | Intrinsic
​ | ​ | Options | ​ | Share |  | (years) | ​ | Value
Outstanding as of January 1, 2024 |  | 898,262 | ​ | $ | 7.58 |  | 6.5 | ​ | $ | —
Expired |  | (79,769) | ​ |  | 9.16 |  | ​ | ​ |  | ​
Outstanding as of December 31, 2024 |  | 818,493 | ​ | ​ | 7.36 |  | 6.6 | ​ | ​ | —
Outstanding as of June 30, 2025 |  | 818,493 | ​ |  | 7.33 |  | 6.4 | ​ | ​ | —
Vested and exercisable as of June 30, 2025 |  | 789,869 | ​ | $ | 7.46 |  | 6.4 | ​ | $ | —

​

The aggregate intrinsic value of options outstanding and vested and exercisable is calculated as the difference between the exercise price of the underlying options, and the fair value of the Company’s Common Shares when the exercise price is below fair value. There were no C$ options exercised, granted, or expired during the six months ended June 30, 2025.

Upon the change in the Company’s functional currency effective July 1, 2023 C$ share options previously classified as equity were reclassified as liabilities. The C$ options were re-measured as of December 31, 2023 and had a fair value of $422,002.

A summary of share-based compensation liability activity, measured using level 3 fair value inputs, for the period ended June 30, 2025 is as follows:

​

​ | ​ | ​ | ​
​ |  | June 30,
​ | ​ | 2025
Fair value at December 31, 2024 | ​ | $ | 199,263
Increase in additional paid-in-capital due to decrease in fair value of share-based compensation liability | ​ | ​ | (136,868)
Fair value at June 30, 2025 | ​ | $ | 62,395

​

A summary of share-based compensation liability activity, measured using level 3 fair value inputs, for the year ended December 31, 2024 is as follows:

​

​ | ​ | ​ | ​
​ |  | December 31,
​ | ​ | 2024
Fair value at December 31, 2023 | ​ | $ | 422,002
Increase in additional paid-in-capital due to decrease in fair value of share-based compensation liability | ​ | ​ | (222,739)
Fair value at December 31, 2024 | ​ | $ | 199,263

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The following table summarizes the weighted average of significant assumptions used to calculate the fair value of C$ share options outstanding and exercisable as of June 30, 2025 and December 31, 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Period Ended
​ | ​ | June 30, | ​ | December 31, | ​
​ |  | 2025 |  | 2024 | ​
Weighted average fair value of C$ Options | ​ | C$ | 0.08 | ​ | C$ | 0.26 | ​
Expected volatility |  | ​ | 96.0 | % | ​ | 99.7 | %
Risk-free interest rate |  | ​ | 3.95 | % | ​ | 4.40 | %
Expected dividend yield |  | ​ | — | % | ​ | — | %
Expected term (years) |  | ​ | 6.4 |  | ​ | 6.6 | ​

​

Expected volatility is based on historical volatility of the Company’s Common Shares over the expected life of the option, as the Company’s options are not readily tradable.

US Dollar Share Options

The Company began making share option grants denominated in US$ following the Company’s change in functional currency in July 2023. The following table summarizes the US$ share options outstanding under the 2025 Option Plan for the six months ended June 30, 2025. All amounts are denominated in US$, except year and share amounts:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | ​ | ​ |  | Weighted |  | ​ | ​
​ |  | ​ |  | Weighted |  | Average |  | ​ | ​
​ |  | ​ |  | Average |  | Remaining |  | ​ | ​
​ | ​ | Number of |  | Exercise |  | Contractual | ​ | Aggregate
​ | ​ | Share |  | Price Per |  | Term | ​ | Intrinsic
​ | ​ | Options | ​ | Share |  | (years) | ​ | Value
Outstanding as of January 1, 2024 |  | 69,000 | ​ | $ | 1.87 |  | ​ | ​ | $ | —
Granted |  | 2,686,960 | ​ |  | 1.11 |  | ​ | ​ |  | ​
Outstanding as of December 31, 2024 |  | 2,755,960 | ​ | ​ | 1.13 |  | ​ | ​ | ​ | —
Granted |  | 195,000 | ​ |  | 0.61 |  |  | ​ |  | —
Forfeited |  | (8,594) | ​ |  | 1.87 |  | ​ | ​ |  | ​
Outstanding as of June 30, 2025 |  | 2,942,366 | ​ |  | 1.09 |  | 9.3 | ​ | ​ | —
Vested and exercisable as of June 30, 2025 |  | 817,774 | ​ | $ | 1.17 |  | 9.1 | ​ | $ | —

​

During the six months ended June 30, 2025, the Company granted 195,000 US$ share options with a grant date fair value of $118,400.

The fair value of the US$ share options granted was estimated using Black Scholes with the following assumptions:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Period Ended
​ | ​ | June 30, | ​ | June 30, | ​
​ | ​ | 2025 | ​ | 2024 | ​
Weighted average fair value of US$ Options | ​ | $ | 0.48 | ​ | $ | 0.91 | ​
Expected volatility | ​ | ​ | 100.8 | % | ​ | 98.6 | %
Risk-free interest rate | ​ | ​ | 3.86 | % | ​ | 3.90 | %
Expected dividend yield | ​ | ​ | — | % | ​ | — | %
Expected term (years) | ​ | ​ | 5.7 |  | ​ | 5.8 |

​

DSU Plan

The Company has a Deferred Share Unit plan (“DSU Plan”) for senior officers. Under the DSU Plan, rights to the Company’s Common Shares may be awarded on a deferred payment basis up to a maximum of 16,666 common share units. Each common share unit will fully vest upon cessation of employment with the Company and then can be redeemed for one common share of the Company by the unitholder. The Company has 1,061 units outstanding as of June 30, 2025.

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Share-based Payment Expense

The following table summarizes total share-based compensation included in the Company’s accompanying unaudited condensed consolidated statements of operations and comprehensive loss:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended | ​
​ | ​ | June 30, | ​ | June 30, | ​
​ |  | 2025 |  | 2024 |  | 2025 |  | 2024 | ​
Research and development | ​ | $ | 37,883 | ​ | $ | 3,813 | ​ | $ | 75,557 | ​ | $ | 7,625 | ​
General and administrative | ​ |  | 174,132 | ​ |  | 14,186 | ​ |  | 381,753 | ​ |  | 73,958 | ​
Total share-based compensation | ​ | $ | 212,015 | ​ | $ | 17,999 | ​ | $ | 457,310 | ​ | $ | 81,583 | ​

​

As of June 30, 2025, there was $6,617 of unrecognized share-based compensation liability related to C$ options outstanding but unvested, which is expected to be recognized over weighted-average remaining service period of 0.8 years. There was $1,217,324 of unrecognized share-based compensation expense related to US$ options outstanding but unvested, which is expected to be recognized over the remaining service period of 2.4 years.

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.

​

9. | SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one reportable segment: life science. The life science segment consists of the development of clinical and preclinical product candidates. The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The accounting policies of the life science segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the life science segment based on net income (loss), which is reported on the income statement as consolidated net income (loss). The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

To date, the Company has not generated any product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.

As such, the CODM uses cash forecast models in deciding how to invest into the life science segment. Such cash forecast models are reviewed to assess the entity-wide operating results and performance. Net income (loss) is used to monitor budget versus actual results. Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

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The table below summarizes the significant expense categories regularly reviewed by the CODM for the periods ended June 30, 2025, and 2024:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30, | ​
​ |  | 2025 |  | 2024 | ​ | 2025 |  | 2024 | ​
Operating Expenses: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
PMN310 development program costs | ​ | $ | 8,050,610 | ​ | $ | 1,073,864 | ​ | $ | 12,776,951 | ​ | $ | 2,623,174 | ​
Other non-employee research and development costs | ​ |  | 220,669 | ​ |  | 194,620 | ​ |  | 498,584 | ​ |  | 418,972 | ​
Employee costs | ​ | ​ | 1,053,258 | ​ | ​ | 536,021 | ​ | ​ | 2,496,325 | ​ | ​ | 1,117,031 | ​
Other general and administrative costs | ​ | ​ | 860,124 | ​ | ​ | 909,201 | ​ | ​ | 1,872,897 | ​ | ​ | 2,231,180 | ​
Net Operating Loss: | ​ | ​ | 10,184,661 | ​ | ​ | 2,713,706 | ​ | $ | 17,644,757 | ​ | $ | 6,390,357 | ​
Other segment items(a) | ​ | ​ | (67,632) | ​ | ​ | (90,049) | ​ | ​ | (179,825) | ​ | ​ | (131,612) | ​
Net Loss: | ​ | ​ | 10,117,029 | ​ | ​ | 2,623,657 | ​ | $ | 17,464,932 | ​ | $ | 6,258,745 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Reconciliation of profit or loss | ​ | $ | ​ | ​ | $ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Adjustments and reconciling items | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​
Consolidated net loss: | ​ | ​ | 10,117,029 | ​ | ​ | 2,623,657 | ​ | $ | 17,464,932 | ​ | $ | 6,258,745 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(a)Other segment items included in segment loss include changes in warrant liability, interest income, and interest expense

​

​

​

​

10. | RELATED PARTY TRANSACTIONS

UBC Collaborative Research Agreement

In April 2016, the Company entered into a collaborative research agreement (“CRA”) with the University of British Columbia (“UBC”) and the Vancouver Coastal Health Authority in the amount of C$787,500, with the Company’s Chief Scientific Officer, as principal investigator at the UBC. In January 2022, the UBC CRA was amended to extend the project for an additional three years, and in December 2024, for an additional 1 year. Aggregate funding under the agreement was increased to a total of C$5,830,000 through February 2026. During the six months ended June 30, 2025 and 2024, the Company made cash payments of $283,600 and $149,160 and incurred costs of $283,307 and $294,333, respectively, which are included in research and development expenses in the accompanying unaudited condensed consolidated statements of operations.

​

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11. | COMMITMENTS AND CONTINGENCIES

Research, Development and License Agreements

The Company enters into research, development and license agreements with various parties in the ordinary course of business where the Company receives research services and rights to proprietary technologies. The agreements require compensation to be paid by the Company, typically, by a combination of the following:

| ● | fees comprising amounts due initially on entering into the agreements and additional amounts due either on specified timelines or defined services to be provided;

| ● | milestone payments that are dependent on products developed under the agreements proceeding toward specified plans of clinical trials and commercial development; and

| ● | royalty payments calculated as a percentage of net sales, commencing on commercial sale of any product candidates developed from the technologies.

Milestone and royalty related amounts that may come due under various agreements are dependent on, among other factors, preclinical safety and efficacy, clinical trials, regulatory approvals and, ultimately, the successful development and commercial launch of a new drug, the outcomes and timings of which are uncertain. Amounts due per the various agreements for milestone payments will accrue once the occurrence of a milestone is probable. Amounts due as royalty payments will accrue as

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commercial revenues from the product are earned. Through June 30, 2025, no events have occurred that require accrual of any milestone or royalty related amounts.

UBC and the Vancouver Coastal Health Authority Agreement

In April 2016, the Company entered into a three-year, CRA with the UBC and the Vancouver Coastal Health Authority. The agreement was amended various times through January 2022, extending the agreement through 2026. Refer to Note 10 Related Party Transactions.

UBC Agreement

In February 2009, the Company entered into an agreement with UBC to further the development and commercialization of certain technology developed, in part, by the Company’s Chief Scientific Officer. The agreement was amended and restated in October 2015. Under the amended and restated agreement, the Company is committed to make royalty payments based on revenue earned from the licensed technology. An annual license fee is payable over the term of the agreement. The agreement remains effective unless terminated under the provisions of the agreement. The Company made annual license payments of C$25,000 during the six months ended June 30, 2025 and 2024. Through June 30, 2025, no accruals for royalty payments have been made.

Indemnification

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers. The Company currently has directors’ and officers’ insurance.

​

​

12. | NET LOSS PER SHARE

Basic net earnings per share applicable to common stockholders is calculated by dividing net earnings applicable to common shareholders by the weighted average shares outstanding during the period, without consideration for common share equivalents. Diluted net earnings per share applicable to common shareholders is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method and the if-converted method. For purposes of the calculation of dilutive net loss per share applicable to common shareholders, stock options, and warrants are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share applicable to common shareholders, as their effect would be anti-dilutive; therefore, basic and diluted net loss per share applicable to common shareholders were the same for all periods presented.

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For the three and six months ended June 30, 2025, 2,162,013 Pre-funded Warrants to purchase Common Shares for little to no consideration, issued in connection with the August 2023 private placement, were included in the basic and diluted net loss per share calculation. For the three and six months ended June 30, 2024, 594,724 Pre-funded Warrants to purchase common shares for little to no consideration, issued in connection with the August 2023 private placement, were included in the basic and diluted net loss per share calculation. The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | Six Months Ended June 30, | ​
​ |  | 2025 |  | 2024 | ​ | 2025 |  | 2024 | ​
Numerator: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Net loss | ​ | $ | (10,117,029) | ​ | $ | (2,623,657) | ​ | $ | (17,464,932) | ​ | $ | (6,258,745) | ​
Denominator: | ​ |  |  | ​ |  |  | ​ |  |  | ​ |  |  | ​
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders, basic and diluted | ​ |  | 34,851,203 | ​ |  | 19,770,739 | ​ |  | 34,851,203 | ​ |  | 19,544,908 | ​
Net loss per share attributable to common shareholders, basic and diluted | ​ | $ | (0.29) | ​ | $ | (0.13) | ​ | $ | (0.50) | ​ | $ | (0.32) | ​

​

The following outstanding potentially dilutive Common Shares equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

​

​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended
​ | ​ | June 30,
​ |  | 2025 |  | 2024
Options issued and outstanding under stock option plan |  | 3,760,859 |  | 1,087,493
Warrants |  | 54,979,373 |  | 12,793,270
Series 2 Convertible Preferred Shares | ​ | — | ​ | 1,166,667
Deferred Share Units |  | 1,061 |  | 1,061
Total |  | 58,741,293 |  | 15,048,491

​

​

13. | SUBSEQUENT EVENTS

Termination of ATM Program

On July 21, 2025, the Company terminated the ATM Agreement.

Registered Direct Offering

On July 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) relating to the issuance and sale of a Pre-funded warrant to purchase 984,736 Common Shares (the “Pre-funded Warrant”) to such investor (the “RD Offering”). The Pre-funded Warrant was sold at an offering price of $0.8124 per share, which represents, if it were applicable, the per share offering price for the Common Shares of the Company, less a $0.0001 per share exercise price for such Pre-funded Warrant. The gross proceeds from the RD Offering were approximately $0.8 million. Offering expenses are currently not estimable by the Company, as they are still being determined.

.

PIPE Offerings

​

July 22, 2025

​

On July 22, 2025, the Company entered into a securities purchase agreement (the “July 22, 2025 PIPE Purchase Agreement”) to raise $2.4 million in aggregate gross proceeds (the “ July 22, 2025 PIPE Offering”). Fees and other expenses are currently not estimable by the Company, as they are still being determined. Pursuant to the terms of the July 22, 2025 PIPE Purchase Agreement, the Company agreed to sell a warrant to purchase 12,616,821 Common Shares (the “July 22, 2025 Warrant”). The July 22, 2025 Warrant was sold to the investor at an offering price of $0.1875 per share and has an exercise price of $1.25 per share, and is immediately exercisable for a period of five years after the date of issuance.

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July 29, 2025

​

On July 29, 2025, the Company entered into a securities purchase agreement (the “July 29, 2025 PIPE Purchase Agreement”) to raise $3.0 million in aggregate gross proceeds (the “July 29, 2025 PIPE Offering”). Fees and other expenses are currently not estimable by the Company, as they are still being determined. Pursuant to the terms of the July 29, 2025 PIPE Purchase Agreement, the Company agreed to sell a warrant to purchase 15,616,360 Common Shares (the “July 29, 2025 Warrant”). The July 29, 2025 Warrants were sold to investors at an offering price of $0.1875 per share and have an exercise price of $1.25 per share, and are immediately exercisable for a period of five years after the date of issuance.

​

Exercise of Discounted Warrants

In July 2025, the Company accepted discounted exercise offers for 18,822,120 Common Share warrants, distributed ratably amongst the Tranche A, B, and C Warrants, from the July 2024 PIPE for aggregate gross proceeds of approximately $15.9 million. Fees and other expenses are currently not estimable by the Company.

​

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All references in this management’s discussion and analysis of financial condition and results of operations, or MD&A, to the “Company”, “ProMIS”, “we”, “us”, or “our” refer to ProMIS Neurosciences Inc., unless otherwise indicated or the context requires otherwise. The following MD&A is prepared as of August 13, 2025 for the three and six months ended June 30, 2025 and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2024 and 2023 included in the Company’s Annual Report on Form 10-K and the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 included in this Quarterly Report on Form 10-Q (collectively, the “Financial Statements”), which have been prepared by management in accordance with GAAP as issued by the FASB. All dollar amounts refer to United States dollars, except as stated otherwise.

Overview

We are applying our patented technology platform to build a portfolio of antibody therapies and therapeutic vaccines in neurodegenerative diseases and other protein-misfolding diseases, with a focus on Alzheimer’s disease (AD), multiple system atrophy (MSA), and amyotrophic lateral sclerosis (ALS). We believe these diseases share a common biologic cause — misfolded versions of proteins, that otherwise perform a normal function, becoming toxic and killing neurons, resulting in disease. ProMIS’ technology platform enables drug discovery through a combination of protein biology, physics and supercomputing. We believe this platform provides a potential advantage in selectively targeting the toxic misfolded proteins with therapeutics or detecting them with diagnostics.

We are developing a pipeline of antibodies aimed at selectively targeting misfolded toxic forms of proteins that drive neurodegenerative diseases without interfering with the essential functions of the same properly folded proteins. Our product candidates are PMN310, PMN267, and PMN442. Our lead product candidate is PMN310, a monoclonal antibody designed to treat AD by selectively targeting toxic, misfolded oligomers of amyloid-beta. PMN267 is our second lead product candidate targeting ALS. It has been shown in preclinical studies to selectively recognize misfolded, cytoplasmic TDP-43 aggregates without interacting with normal TDP-43. Misfolded TDP-43 is believed to play an important role in the development of ALS. In light of research suggesting that misfolded toxic alpha-synuclein (a-syn) is a primary driver of disease in synucleinopathies such as MSA and Parkinson’s disease, our third lead product candidate, PMN442 has shown robust binding to pathogenic a-syn oligomers and seeding fibrils in preclinical studies, with negligible binding to a-syn monomers and physiologic tetramers which are required for normal neuronal function. We also have earlier stage preclinical programs and a project to refine our discovery algorithm using machine learning as highlighted in the “Other Key Projects” section below.

We were incorporated on January 23, 2004 under the Canada Business Corporations Act (CBCA). On July 13, 2023, we continued our existence from a corporation incorporated under the CBCA into the Province of Ontario under the Business Corporations Act (Ontario) (the OBCA) (the Continuance). The Continuance was approved by our shareholders at our 2023 Annual Meeting of Shareholders held on June 29, 2023. We have a wholly-owned U.S. subsidiary, ProMIS USA, which was incorporated in January 2016 in the State of Delaware. ProMIS USA has had no material activity and has no material financial impact on our Financial Statements. Since our inception, we have devoted substantially all of our resources to developing our platform technologies and the resultant antibody product candidates, building our intellectual property portfolio, business planning, raising capital and providing general and administrative support for these operations. We have principally financed our operations through public and private placements of Common Shares and warrants and convertible debt.

We have incurred significant operating losses since inception. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and eventual licensing and/or commercialization of our product candidates and any future product candidates. Our net losses were $10.1 million and $2.6 million for the three months ended June 30, 2025 and 2024, respectively, and $17.5 million and $6.3 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of $108.2 million. We had negative cash flows from operations of $8.8 million for the six months ended June 30, 2025. We expect to continue to incur net losses for the foreseeable future and, if able to raise additional funding, would expect our research and development expenses, general and administrative expenses and capital expenditures to increase. In particular, if we are able to raise additional funding, we expect our expenses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, as well as initiate clinical trials, hire additional personnel, pay fees to outside consultants, lawyers and accountants, and incur other increased costs associated with being a clinical-stage public company. In addition, if we obtain marketing approval for any product candidates, we may incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. We may also incur expenses should we in-license or acquire additional product candidates.

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As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings, our “at-the-market” program, or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, reduce or eliminate the development and commercialization of one or more of our product candidates or delay our pursuit of potential in-licenses or acquisitions.

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

We expect that our cash of $4.5 million as of June 30, 2025, as well as the aggregate gross proceeds of $21.6 million we received in July 2025, will not be sufficient to fund the Company’s operating expenses for at least 12 months from the date these Financial Statements were issued. This raises substantial about regarding our ability to continue as a going concern. Refer to additional discussion related to going concern considerations in “Liquidity and Capital Resources.”

Program Updates

ProMIS lead program PMN310: Potential Next Generation Therapy for Alzheimer’s Disease

PMN310, a monoclonal antibody selective for toxic amyloid-beta oligomers in AD, is our lead product candidate. We successfully completed our Phase 1a clinical trial with PMN310 and commenced our Phase 1b clinical trial (“PRECISE-AD”) in December 2024.

​

PRECISE-AD is a randomized, double-blind, placebo-controlled, multiple ascending dose (“MAD”) study of PMN310 to evaluate safety, tolerability, pharmacokinetics (“PK”), pharmacodynamics, and preliminary efficacy of multiple intravenous infusions of PMN310 in patients with early AD. The study will also evaluate key biomarkers and clinical measures of efficacy to gather data on PMN310’s therapeutic potential. PRECISE-AD plans to enroll approximately 100 subjects across 22 active sites in the United States. Eligible patients will be dosed monthly at one of three dose levels (5, 10, 20 mg/kg) or placebo over 12 months with assessment of safety, tolerability, PK, and pharmacodynamic blood-and brain-based markers of treatment effect at baseline and every three months. Frequent MRI scans will be conducted throughout to monitor for any emergence of amyloid-related imaging abnormalities (“ARIA”).

​

Safety will be a primary outcome with particular emphasis on assessing the expectation that, as a non-plaque binder, PMN310 will have a reduced risk of ARIA compared to other Ab-directed antibodies. PRECISE-AD is expected 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 of disease and clinical outcomes. PRECISE-AD will be the first study to examine the effects of a monoclonal antibody directed solely against Aβ oligomers on biomarkers associated with AD pathology and clinical outcomes.

​

As of August 13, 2025, we have enrolled all of Cohort 1 and are well into Cohort 2 (greater than 50% of the total planned patient enrollment for the trial). To date, we have not observed any cases of ARIA, including brain swelling or microhemorrhages. In addition, on July 21, 2025, we announced that the U.S. Food and Drug Administration (FDA) granted Fast Track Designation to PMN310, which we believe recognizes the potential of this program to address an unmet medical need in AD. We anticipate reporting six-month interim data from the study in the second quarter of 2026, with topline results expected in the fourth quarter of 2026.

​

Expenditures for PMN310 in the three and six months ended June 30, 2025, were approximately $8.1 million and $12.8 million, respectively, not including allocations of senior management time.

ALS Portfolio, including TAR-DNA binding protein 43 (TDP-43) – PMN267

PMN267 has been humanized in a human IgG1 framework and is ready to progress to IND-enabling studies, subject to sufficient available resources, to support the systemic, extracellular administration form. Additionally, in conjunction with a partner having expertise with vectorization, the development of an intrabody form could progress.

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Multiple system atrophy (MSA) – PMN442

ProMIS has selected a novel monoclonal antibody (PMN442) as a lead candidate for MSA and other synucleinopathies based on its selective binding and protective activity against pathogenic forms of alpha-synuclein. PMN442 has been humanized in a human IgG1 framework and is ready to progress to IND-enabling studies, subject to availability of sufficient resources.

Other key projects

​

We continue to progress with other key projects, in addition to our top priorities PMN310, PMN267, and PMN442. With respect to the amyloid vaccine program, mouse studies have provided data guiding the development of an AD vaccine against toxic Aβ oligomers leading to the selection of a lead candidate, PMN311, consisting of a dominant conformational peptide epitope conjugated to a carrier protein in formulation with an adjuvant. Similarly, mouse vaccination studies with a-syn vaccine candidates utilizing our peptide antigens to target pathogenic a-syn enabled the selection of our lead vaccine candidate, PMN400, against multiple synucleinopathies including MSA, Parkinson’s disease and Lewy body dementia. Assessment of the protective activity of the vaccine in mouse models of synucleinopathies is ongoing.

​

Our proprietary technology employs computational algorithmic prediction of protein misfolding to identify disease-specific epitopes (DSEs) to which selective antibodies can be raised. An effort is underway to update the algorithms with machine learning capabilities to accelerate our ability to identify and patent DSEs and antibodies, across neurodegenerative diseases as well as other therapeutic areas.

​

Recent Corporate Highlights

​

​

| ● | On July 21, 2025, we announced that PMN310 was granted Fast Track Designation by the FDA.

​

| ● | As of August 13, 2025, we have enrolled greater than 50% of the total planned patient enrollment for the trial. We have not observed any cases of ARIA, including brain swelling or microhemorrhages.

​

| ● | In July 2025, we received aggregate gross proceeds of $21.6 million across multiple transactions, including a registered direct offering, private placements and discounted warrant exercises. Refer to additional discussion related to the transactions in “Liquidity and Capital Resources.”

​

| ● | On July 29, 2025, we presented at the Alzheimer's Association International Conference. These presentations highlighted our proprietary protein-misfolding platform, our clinical trial design and optimization of biomarkers in AD, and our progress with trial enrollment following the Data and Safety Monitoring Board’s recommendation to proceed to second dose level.

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Components of Operating Results

​

Revenue

We have not generated any revenue since our inception and do not expect to generate any revenue from the sale of our products in the near future, if at all. If our product candidates are successful and result in marketing approval or if we enter into collaboration or license agreements with third parties, we may generate revenue in the future from a combination of product sales or payments from such collaboration or license agreements.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred in connection with the development and research of our platform technologies, as well as unrelated discovery program expenses. We expense research and development costs in the periods in which they are incurred. These expenses include:

| ● | employee-related expenses, including salaries, related benefits and share-based compensation expense, for employees engaged in research and development activities;

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| ● | external research and development expenses incurred under arrangements with third parties, such as contract research organizations or contract research organizations (“CROs”), and consultants;

| ● | the cost of acquiring, developing, and manufacturing clinical study materials; and

| ● | costs associated with preclinical and clinical activities and regulatory operations.

We enter into consulting, research, and other agreements with commercial entities, researchers, universities, and others for the provision of goods and services. Such arrangements are generally cancelable upon reasonable notice and payment of costs incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided by the respective vendors, including our clinical sites. These costs consist of direct and indirect costs associated with our platform technologies, as well as fees paid to various entities that perform certain research on our behalf. Depending upon the timing of payments to the service providers, we recognize prepaid expenses or accrued expenses related to these costs. These accrued or prepaid expenses are based on management’s estimates of the work performed under service agreements, milestones achieved, and experience with similar contracts. We monitor each of these factors and adjust estimates accordingly.

Research and development activities account for a significant portion of our operating expenses. If we are able to obtain additional funding, we expect our research and development expenses to increase substantially for the foreseeable future as we continue to implement our business strategy, which includes advancing our platform technologies through clinical development as well as other product candidates into clinical development, expanding our research and development efforts, including hiring additional personnel to support our research efforts, our clinical and product development efforts, and seeking regulatory approvals for our product candidates that successfully complete clinical trials.

We use our personnel and infrastructure resources across multiple research and development programs directed toward identifying and developing product candidates. Our direct research and development expenses consist primarily of external costs, including fees paid to consultants, contractors and CROs in connection with our development activities and the cost of acquiring, developing, and manufacturing clinical study materials.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel costs including salary, bonus, employee-benefits and share-based compensation, costs incurred in development and protection of intellectual property, professional service fees, and other general overhead and facility costs, (including rent) depreciation and amortization. If we are able to obtain additional funding, we expect our general and administrative expenses to increase substantially for the foreseeable future as we increase our administrative function to support the growth of the business and its continued research and development activities.

Other (Expense) Income

Other (expense) income consists primarily of interest expense on deferred accounts payable with a vendor, changes in the fair value of our financial instruments and interest income.

Six Months Ended June 30, 2025 and 2024

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Result s of Operations

​

The following table summarizes our results of operations for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​ | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change | ​
Operating expenses |  | ​ |  |  | ​ |  |  | ​ |  | ​
Research and development | ​ | $ | 14,214,034 | ​ | $ | 3,749,599 | ​ | $ | 10,464,435 | ​
General and administrative | ​ |  | 3,430,723 | ​ |  | 2,640,758 | ​ |  | 789,965 | ​
Total operating expenses | ​ |  | 17,644,757 | ​ |  | 6,390,357 | ​ |  | 11,254,400 | ​
Loss from operations | ​ |  | (17,644,757) | ​ |  | (6,390,357) | ​ |  | (11,254,400) | ​
Other income | ​ |  | 179,825 | ​ |  | 131,612 | ​ |  | 48,213 | ​
Net loss | ​ | $ | (17,464,932) | ​ | $ | (6,258,745) | ​ | $ | (11,206,187) | ​

​

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​

Research and Development Expenses

The following table summarizes the period-over-period changes in research and development expenses for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​ | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change | ​
Direct research and development expenses by program |  | ​ |  |  | ​ |  |  | ​ |  | ​
PMN310 | ​ | $ | 12,776,951 | ​ | $ | 2,623,174 | ​ | $ | 10,153,777 | ​
Platform and other programs | ​ |  | 348,446 | ​ |  | 358,772 | ​ |  | (10,326) | ​
Indirect research and development expenses: | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Employee salaries and benefits | ​ |  | 862,942 | ​ |  | 699,829 | ​ |  | 163,113 | ​
Share-based compensation | ​ | ​ | 75,557 | ​ | ​ | 7,624 | ​ | ​ | 67,933 | ​
Consulting expense | ​ |  | 124,241 | ​ |  | 41,492 | ​ |  | 82,749 | ​
Other operating costs | ​ |  | 25,897 | ​ |  | 18,708 | ​ |  | 7,189 | ​
Total research and development expenses | ​ | $ | 14,214,034 | ​ | $ | 3,749,599 | ​ | $ | 10,464,435 | ​

​

Research and development expenses increased by $10.5 million, or 284%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This increase is largely attributable to a $10.2 million increase in direct research and development expenses related to the PMN310 phase 1b trial, which commenced in late 2024 and is ongoing in 2025. Employee salary and benefit, share-based compensation, and consulting costs also increased by $0.1 million each.

​

General and Administrative Expenses

The following table summarizes the period-over-period changes in general and administrative expenses for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​ | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change | ​
Employee salaries and benefits | ​ | $ | 1,176,073 | ​ | $ | 335,620 | ​ | $ | 840,453 | ​
Share-based compensation | ​ | ​ | 381,753 | ​ | ​ | 73,958 | ​ | ​ | 307,795 | ​
Professional and consulting fees | ​ |  | 1,535,312 | ​ |  | 1,999,394 | ​ |  | (464,082) | ​
Patent expense | ​ |  | 103,565 | ​ |  | 162,330 | ​ |  | (58,765) | ​
Facility-related and other | ​ |  | 234,020 | ​ |  | 69,456 | ​ |  | 164,564 | ​
Total general and administrative expenses | ​ | $ | 3,430,723 | ​ | $ | 2,640,758 | ​ | $ | 789,965 | ​

​

General and administrative expenses increased by $0.8 million, or 31%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Employee salaries and benefits increased by $0.8 million due to the recognition of $0.5 million in severance costs during the six months ended June 30, 2025 and the hiring of additional employees in 2025. Professional and consulting fees decreased by $0.5 million, primarily driven by a decrease of $0.3 million in legal fees, $0.2 million in investor and shareholder relations costs, and $0.1 million in audit and tax fees, offset by an increase of $0.1 million in recruiting costs. Share-based compensation expense increased by $0.3 million. Facility-related and other costs increased by $0.2 million.

Other (Expense) Income

Interest expense decreased by $0.1 million during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, offset by a reduction in the gain on change in fair value of financial instruments.

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Three Months Ended June 30, 2025 and 2024

​

Result s of Operations

​

The following table summarizes our results of operations for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change
Operating expenses |  | ​ |  |  | ​ |  |  | ​ |
Research and development | ​ | $ | 8,749,784 | ​ | $ | 1,625,821 | ​ | $ | 7,123,963
General and administrative | ​ |  | 1,434,877 | ​ |  | 1,087,885 | ​ |  | 346,992
Total operating expenses | ​ |  | 10,184,661 | ​ |  | 2,713,706 | ​ |  | 7,470,955
Loss from operations | ​ |  | (10,184,661) | ​ |  | (2,713,706) | ​ |  | (7,470,955)
Other income | ​ |  | 67,632 | ​ |  | 90,049 | ​ |  | 22,417
Net loss | ​ | $ | (10,117,029) | ​ | $ | (2,623,657) | ​ | $ | (7,493,372)

​

Research and Development Expenses

​

The following table summarizes the period-over-period changes in research and development expenses for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change
Direct research and development expenses by program: |  | ​ |  |  | ​ |  |  | ​ |
PMN310 | ​ | $ | 8,050,610 | ​ | $ | 1,073,864 | ​ | $ | 6,976,746
Platform and other programs | ​ |  | 198,168 | ​ |  | 162,910 | ​ |  | 35,258
Indirect research and development expenses: | ​ |  | ​ | ​ |  |  | ​ |  | ​
Employee salaries and benefits | ​ |  | 440,622 | ​ |  | 353,525 | ​ |  | 87,097
Share-based compensation | ​ | ​ | 37,883 | ​ | ​ | 3,812 | ​ | ​ | 34,071
Consulting expense | ​ |  | 13,109 | ​ |  | 28,167 | ​ |  | (15,058)
Other operating costs | ​ |  | 9,392 | ​ |  | 3,543 | ​ |  | 5,849
Total research and development expenses | ​ | $ | 8,749,784 | ​ | $ | 1,625,821 | ​ | $ | 7,123,963

​

Research and development expenses increased by $7.1 million, or 438%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase is largely attributable to a $7.0 million increase in direct research and development expenses related to the PMN310 phase 1b trial, which commenced in late 2024 and is ongoing in 2025. Employee salary and benefit costs also increased by $0.1 million.

​

General and Administrative Expenses

The following table summarizes the period-over-period changes in general and administrative expenses for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended June 30, | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change
Employee salaries and benefits | ​ | $ | 400,621 | ​ | $ | 164,498 | ​ | $ | 236,123
Share-based compensation | ​ | ​ | 174,132 | ​ | ​ | 14,186 | ​ | ​ | 159,946
Professional and consulting fees | ​ |  | 701,923 | ​ |  | 746,908 | ​ |  | (44,985)
Patent expense | ​ |  | 53,366 | ​ |  | 104,668 | ​ |  | (51,302)
Facility-related and other | ​ |  | 104,835 | ​ |  | 57,625 | ​ |  | 47,210
Total general and administrative expenses | ​ | $ | 1,434,877 | ​ | $ | 1,087,885 | ​ | $ | 346,992

​

General and administrative expenses increased by $0.3 million, or 32%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Employee salaries and benefits and share-based compensation each increased by $0.2 million due to additional employees in 2025. Patent expense decreased by $0.1 million.

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Other (Expense) Income

Gain on change in fair value of financial instruments decreased by $0.1 million during the three months ended June 30, 2025 compared to the three months ended June 30, 2024, offset by an increase in interest income.

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Liquidity and Capital Resources

Sources of Liquidity

We are a development stage company as we have not generated revenues to date and do not expect to have significant revenues until we are able to sell a product candidate after obtaining applicable regulatory approvals or we establish collaborations that provide funding, such as licensing fees, milestone payments, royalties, research funding or otherwise. Operations have been financed since inception, through the sale of equity and debt securities and the conversion of Common Share purchase warrants and share options. Our objectives, when managing capital, are to ensure there are sufficient funds available to carry out our research, development and eventual commercialization programs. When we have excess funds, we manage our liquidity risk by investing in highly liquid corporate and government bonds with staggered maturities to provide regular cash flow for current operations. We do not hold any asset-backed commercial paper and our cash is not subject to any external restrictions. We also manage liquidity risk by frequently monitoring actual and projected cash flows. The Board reviews and approves the Company’s operating and capital budgets, as well as any material transactions not in the ordinary course of business. The majority of our accounts payable and accrued liabilities have maturities of less than three months. We are dependent on our ability to generate revenues from our products or secure additional financing in order to continue our research and development activities and meet our ongoing obligations and existing liabilities.

On September 22, 2023, we filed a registration statement on Form S-3 (File No. 333-274658) with the SEC, which was declared effective on September 29, 2023 (Shelf Registration Statement), in relation to the registration of Common Shares, preferred shares, subscription receipts, debt securities, warrants and/or units of any combination thereof for the purposes of selling, from time to time, our Common Shares, debt securities or other equity securities in one or more offerings. On January 5, 2024, we entered into an At The Market Offering Agreement with BTIG, LLC (the “ATM Agreement”) to provide for the offering, issuance and sale of up to an aggregate amount of $25.0 million of our Common Shares from time to time in “at-the-market” offerings under the Shelf Registration Statement and subject to the limitations thereof, including limitations related to the amount we are able to sell pursuant to such ATM Agreement based on our public float as of a measuring date preceding the filing of our Annual Report. During the year ended December 31, 2024 we sold 75,862 shares for net proceeds of approximately $0.2 million. No shares have been sold in the six months ended June 30, 2025, and the ATM Agreement was terminated on July 21, 2025.

In July 2024, we completed a private placement for aggregate gross proceeds of $30.3 million to sell an aggregate of (a) 9,757,669 common share units (the “Common Share Units”) sold at $2.15 per Common Share Unit, each consisting of one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C) and, for certain investors, (b) 4,371,027 Pre-funded units (the “Pre-funded Units” and together with the Common Share Units, the “Units”) sold at $2.14 per Pre-funded Unit, each consisting of one Pre-funded Warrant to purchase one Common Share and certain accompanying warrants to purchase Common Shares (Tranche A, B and C), totaling 14,128,696 each of Tranche A, B and C Warrants.

​

The Pre-funded Warrants have an exercise price of $0.01 per Warrant Share, are immediately exercisable and will expire when exercised in full. The Tranche A Common Share purchase warrants have an exercise price of $2.02, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 18 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 6-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche B Common Share purchase warrants have an exercise price of $2.02, are exercisable immediately upon Shareholder Approval (as defined below) and will expire upon the earlier of (i) 30 months or (ii) within 60 days of the public announcement via press release or the filing of a Current Report on Form 8-K of 12-month data from the cohorts treated with multiple ascending doses of PMN310. The Tranche C Common Share purchase warrants have an exercise price of $2.50, are immediately exercisable and will expire on July 31, 2029. Pursuant to Nasdaq Listing Rule 5635(d), the exercise of the Tranche A and Tranche B Common Share purchase warrants is subject to shareholder approval (the “Shareholder Approval”). There is an additional $92.4 million available tied to the potential exercise of warrants. Proceeds from the private placement are expected to be used to advance the clinical development of PMN310, our lead therapeutic candidate, as well as for working capital and other general corporate expenses.

​

We received Shareholder Approval for the Tranche A and Tranche B Warrants on October 23, 2024 at a Special Meeting of Shareholders.

​

On July 22, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) relating to the issuance and sale of a Pre-funded warrant to purchase 984,736 Common Shares (the “Pre-funded Warrant”) to such investor (the “RD Offering”). The Pre-

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funded Warrant was sold at an offering price of $0.8124 per share, which represents, if it were applicable, the per share offering price for the Common Shares, less a $0.0001 per share exercise price for such Pre-funded Warrant. The gross proceeds from the RD Offering were approximately $0.8 million. Offering expenses are currently not estimable by us, as they are still being determined.

On July 22, 2025, we entered into a securities purchase agreement (the “July 22, 2025 PIPE Purchase Agreement”) to raise $2.4 million in aggregate gross proceeds (the “July 22, 2025 PIPE Offering”). Fees and other expenses are currently not estimable by us, as they are still being determined. Pursuant to the terms of the July 22, 2025 PIPE Purchase Agreement, we agreed to sell a warrant to purchase 12,616,821 Common Shares (the “July 22, 2025 Warrant”). The July 22, 2025 Warrant was sold to the investor at an offering price of $0.1875 per share and has an exercise price of $1.25 per share and is immediately exercisable for a period of five years after the date of issuance.

​

On July 29, 2025, we entered into a securities purchase agreement (the “July 29, 2025 PIPE Purchase Agreement”) to raise $3.0 million in aggregate gross proceeds (the “July 29, 2025 PIPE Offering”). Fees and other expenses are currently not estimable by us, as they are still being determined. Pursuant to the terms of the July 29, 2025 PIPE Purchase Agreement, we agreed to sell a warrant to purchase 15,616,360 Common Shares (the “July 29, 2025 Warrant”). The July 29, 2025 Warrant was sold to investors at an offering price of $0.1875 per share and have an exercise price of $1.25 per share, and are immediately exercisable for a period of five years after the date of issuance.

​

In July 2025, we accepted discounted exercise offers for 18,822,120 Common Share warrants, distributed ratably amongst the Tranche A, B, and C Warrants, from the July 2024 PIPE for aggregate gross proceeds of approximately $15.9 million. Fees and other expenses are currently not estimable by us, as they are still being determined.

​

We incurred a net loss of $10.1 million and $17.5 million for the three and six months ended June 30, 2025, respectively. We reported an accumulated deficit of $108.2 million as of June 30, 2025, and had negative cash flows from operations of $8.8 million for the six months ended June 30, 2025. Management believes that, despite the funding we received in July 2025, these conditions raise substantial doubt as to the Company’s ability to continue as a going concern within 12 months of the date the Financial Statements are issued. Additional funding will be necessary to fund future clinical activities and to pay down our existing liabilities. We will seek additional funding through public and private financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although we have been successful in raising capital in the past, changing macroeconomic factors including, but not limited to, rising interest rates, uncertainties in the banking industry and inflation have diminished certain opportunities to obtain funding in the current market environment. There is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that we will be able to enter into collaborations or other arrangements. If we are unable to obtain funding, it could force us to delay, reduce or eliminate research and development programs and product portfolio expansion or commercialization efforts. These potential delays, reductions and eliminations could adversely affect future business prospects, and our ability to continue as a going concern.

Cash Flows

The following table summarizes our sources and uses of cash for the periods presented:

​

​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Six Months Ended June 30, | ​ | ​ | ​ | ​
​ |  | 2025 |  | 2024 |  | Change | ​
Net cash used in operating activities | ​ | $ | (8,781,048) | ​ | $ | (11,795,957) | ​ | $ | 3,014,909 | ​
Net cash provided by financing activities | ​ |  | — | ​ |  | 190,274 | ​ |  | (190,274) | ​
Net decrease in cash | ​ | $ | (8,781,048) | ​ | $ | (11,605,683) | ​ | $ | 2,824,635 | ​

​

Cash Flows Used in Operating Activities

Cash used in operating activities was $8.8 million for the six months ended June 30, 2025, which consisted of a net loss of $17.5 million, decreased by share-based compensation of $0.5 million and a net change of $8.2 million in our operating assets and liabilities. Changes in cash flows related to operating assets and liabilities primarily consisted of an increase of $6.6 million of accrued liabilities, an increase of $1.0 million of accounts payable, and a decrease of $0.6 million of prepaid expenses.

Cash used in operating activities was $11.8 million for the six months ended June 30, 2024, which consisted of a net loss of $6.3 million, increased by a net change of $5.5 million in our operating assets and liabilities. Changes in cash flows related to operating assets and liabilities primarily consisted of a decrease of $5.8 million of accounts payable, including a repayment of $5.9 million on previously deferred accounts payable, and a $0.3 million decrease of accrued liabilities, offset by a decrease of $0.6 million of prepaid expenses.

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Cash Flows Used in Investing Activities

There was no cash used in investing activities during the six months ended June 30, 2025 or 2024.

Cash Flows from Financing Activities

There was no cash provided by financing activities during the six months ended June 30, 2025.

​

Cash provided by financing activities during the six months ended June 30, 2024 was $0.2 million from the sale of Common Shares under the At The Market Offering Agreement.

​

Critical Accounting Policies and Estimates

Our MD&A is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S GAAP and on a basis consistent with those accounting principles followed by us and disclosed in Note 2 to our audited consolidated financial statements for the year ended December 31, 2024. The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make certain judgments and estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgement about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and judgments include, but are not limited to, accruals for research and development expenses. Accordingly, actual results may differ from these judgments and estimates under different assumptions or conditions and any such difference may be material.

There have been no material changes to our critical accounting estimates since December 31, 2024.

Recently Issued Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to the accompanying unaudited condensed consolidated financial statements.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Fully Diluted Share Capital

The number of issued and outstanding Common Shares and Common Share Equivalents as of June 30, 2025 was as follows:

​ | ​ | ​
​ |  | Number of
​ | ​ | Common Shares
​ | ​ | and Common Share
​ | ​ | Equivalents
Common Shares | ​ | 32,689,190
Options issued and outstanding under stock option plan | ​ | 3,760,859
Warrants | ​ | 57,141,386
Deferred share units |  | 1,061
Total - June 30, 2025 |  | 93,592,496

​

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In the normal course of business, we are exposed to a number of financial risks that can affect our operating performance. These risks are credit risk, liquidity risk and market risk. Our overall risk management program and prudent business practices seek to minimize any potential adverse effects on the Company’s financial performance.

Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and short-term investments. We manage our exposure to credit losses by placing our cash with accredited financial institutions, which at times, may exceed federally insured limits, and when we have excess funds, such funds are invested in high-quality government and corporate issuers with low credit risk. Cash held is not subject to any external restrictions. As of the year ended December 31, 2024 and six months ended June 30, 2025, a hypothetical 10% relative change in interest rates would not have a material impact on our Financial Statements.

Liquidity Risk

Our exposure to liquidity risk is dependent on purchasing obligations and raising funds to meet commitments and sustain operations. We are a pre-revenue development stage company, and we rely on external fundraising to support our operations. We also manage liquidity risk by continuously monitoring actual and projected cash flows. Our Board of Directors reviews and approves the Company’s operating budget, as well as any material transaction.

Inflation Risk

Inflation generally affects us by increasing our cost of labor, outside consultants and CROs. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the six months ended June 30, 2025.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures,” as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025.

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that our disclosure controls and procedures were not effective due to a material weakness previously identified in our internal control over financial reporting. This material weakness in the Company’s internal control over financial reporting and the Company’s ongoing remediation efforts are described below.

Material Weakness in Internal Control Over Financial Reporting.

The Company’s management, including our Chief Executive Officer and Chief Financial Officer, identified a material weakness in the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company failed to design sufficient and appropriate review controls over certain of its fair value calculations, including the calculation of the fair value of the July 2024 PIPE Warrant Liability during the three months ended September 30, 2024, which could potentially result in a material misstatement that would not be prevented or detected.

Based on this assessment and the material weakness described above, management concluded that the Company’s internal control over financial reporting was not effective and had not yet been remediated by the end of the period covered by this Quarterly Report on Form

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10-Q. However, management believes that the unaudited condensed consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation Measures

To address the material weakness in our internal control over financial reporting, described above, we have put in place a number of measures to remediate the material weakness, including ensuring there are appropriate levels of review in place over the calculation of the fair value of our financial instruments. However, the elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

Except for the remediation measures in connection with the material weakness described above, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, that occurred during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

From time to time, we may become involved in litigation or other legal proceedings arising in the ordinary course of our business. We are not currently a party to any material litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

Item 1A. Risk Factors.

We operate in a rapidly changing environment that involves a number of risks which could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, the risks and uncertainties that we believe are most important for you to consider are discussed under the heading “Risk Factors Summary” and in Item 1A – “Risk Factors” in the Company’s Form 10-K, as amended and supplemented by the information in “Part II, Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The risk factors set forth below are risk factors containing changes, which may be material, from the risk factors previously disclosed under the heading “Risk Factors Summary” and in Item 1A – “Risk Factors” in the Company’s Form 10-K as filed with the SEC and such subsequently filed Quarterly Report.

We have incurred losses since inception, we anticipate that we will incur continued losses for the foreseeable future and there is substantial doubt about our ability to continue as a going concern for the full one-year period following the date of this filing of the Quarterly Report on Form 10-Q. We will require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our development programs, commercialization efforts or other operations.

The development of biopharmaceutical therapeutic candidates is capital-intensive. We expect our expenses to increase in connection with our ongoing activities, particularly as we conduct our ongoing and planned preclinical studies of our development programs, initiate clinical trials for our therapeutic candidates and seek regulatory approval for our current therapeutic candidates and any future therapeutic candidates we may develop. If we obtain regulatory approval for any of our therapeutic candidates, we also expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. Because the outcome of any preclinical study or clinical trial is highly uncertain, we cannot reasonably estimate the actual amounts necessary to successfully complete the development and commercialization of our therapeutic candidates. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. We had working capital of approximately ($0.3) million as of June 30, 2025. Management believes its working capital position and history of operating losses raises substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the date of filing of this Form 10-Q. We will require substantial additional funds for further research and development, planned clinical testing, regulatory approvals, establishment of manufacturing capabilities and, if necessary, the marketing and sale of our products.

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We may attempt to raise additional funds for these purposes through public or private equity or debt financing, collaborations with other biopharmaceutical companies and/or from other sources. Our ability to raise additional financing and maintain operations in the future could be at substantial risk and there can be no assurance that additional funding or partnerships will be available on acceptable terms that would foster successful commercialization of our products. Failing to raise capital when needed or on attractive terms could force us to delay, reduce or eliminate our research and development programs or any future commercialization efforts.

We have identified a material weakness in our internal control over financial reporting as of June 30, 2025. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our internal control over financial reporting related to insufficient review controls over the Company’s fair value measurements of certain of its financial instruments, including its July 2024 PIPE Warrant Liability. As a result of this material weakness, our management has concluded that our disclosure controls and procedures were not effective as of June 30, 2025. We have taken a number of measures to remediate the material weakness described herein. However, if we are unable to remediate our material weakness in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. Likewise, if our unaudited condensed consolidated financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our common shares are listed, the SEC or other regulatory authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our condensed financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

The U.S. Congress, the Trump administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.

Changes to U.S. policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, including tariffs, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, in 2025, the U.S. imposed blanket tariffs on virtually all imports to the U.S. and significantly higher so-called reciprocal tariffs applicable to imports from many countries.

​

Additionally, in 2017, the U.S. Congress and the Trump administration made substantial changes to U.S. policies, which included comprehensive corporate and individual tax reform. In addition, the Trump administration called for significant changes to U.S. trade, healthcare, immigration and government regulatory policy. The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service, or the IRS, and the U.S. Treasury Department. The OBBBA was signed into law on July 4, 2025 and made significant changes to U.S. federal tax law. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock.

​

In recent years, many changes to tax laws have been made and changes are likely to continue to occur in the future. Future changes in tax laws could have a material adverse effect on our business, cash flow, financial condition or results of operations. We urge investors to consult with their legal and tax advisers regarding the implications of potential changes in tax laws on an investment in our common stock. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our

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business. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

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Item 3. Defaults upon Senior Securities

None.

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Item 4. Mine Safety Disclosures.

Not applicable

​

Item 5. Other Information.

During the three months ended June 30, 2025, no officer or director of the Company (as defined in Rule 16a-1(f)) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

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Item 6. Exhibits

The following documents are filed as exhibits to this Quarterly Report on Form 10-Q:

​ | ​
4.1 | Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 22, 2025).
4.2 | Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 22, 2025).
4.3 | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2025).
10.1* | ProMIS Neuroscience Inc. 2025 Stock Option and Incentive Plan and forms of award agreements thereunder.
10.2 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 22, 2025).
10.3 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 28, 2025).
31.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer
31.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer
32.1* | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer and Chief Financial Officer
101.INS* | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH* | Inline XBRL Taxonomy Extension Schema Document.
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

​

* Filed herewith.

+ Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

# Management Contract or compensatory plan or arrangement

​

The certification attached as Exhibit 32.1 that accompanies this Quarterly Report is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 13, 2025.

​

|  | PROMIS NEUROSCIENCES INC.
​ | ​ | ​ | ​
Date: August 13, 2025 | ​ | By: | /s/ Neil Warma
​ | ​ | ​ | Neil Warma
​ | ​ | ​ | Chief Executive Officer
​ | ​ | ​ | (principal executive officer)
​ | ​ | ​ | ​
Date: August 13, 2025 | ​ | By: | /s/ Daniel Geffken
​ | ​ | ​ | Daniel Geffken
​ | ​ | ​ | Chief Financial Officer
​ | ​ | ​ | (principal financial officer)

​

​

​

​

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