| Item 1. | |
| (a) | Name of issuer:
ProMIS Neurosciences Inc. |
| (b) | Address of issuer's principal executive offices:
Suite 200, 1920 Yonge Street, Toronto, A6, M4S 3E2 |
| Item 2. | |
| (a) | Name of person filing:
This report on Schedule 13G is being filed by Trails Edge Capital Partners, LP, a Delaware limited partnership ("Trails Edge Capital"), Trails Edge Biotechnology Master Fund, LP, a Cayman Islands limited partnership ("Trails Edge Biotechnology"), and Ortav Yehudai ("Mr. Yehudai"). Trails Edge Capital is the investment manager to Trails Edge Biotechnology, and Mr. Yehudai is the Chief Investment Officer of Trails Edge Capital. Each of Trails Edge Capital, Trails Edge Biotechnology and Mr. Yehudai are referred to individually as a "Filer" and collectively as the "Filers". |
| (b) | Address or principal business office or, if none, residence:
The address for each Filer is 3455 Peachtree Road NE, 5th Floor, Atlanta, GA 30326. |
| (c) | Citizenship:
See Item 4 of the cover page of each Filer. |
| (d) | Title of class of securities:
Common Shares, no par value per share |
| (e) | CUSIP No.:
74346M505 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of February 3, 2026 (the "Event Date"), each Filer may be deemed to beneficially own an aggregate of 933,477 shares (the "Shares") of Common Stock, no par value per share (the "Common Stock"), of ProMIS Neurosciences Inc. (the "Issuer"). The 933,477 Shares reported as beneficially owned on this Schedule 13G by each Filer consists of (i) 557,103 Shares held directly by Trails Edge Biotechnology, (ii) 376,374 Shares underlying warrants (the "Warrants") held directly by Trails Edge Biotechnology. The securities beneficially owned by each Filer excludes 180,729 Shares underlying Warrants which contain an issuance limitation that prohibits the holder from exercising the Warrants to the extent that after giving effect to such issuance after the exercise, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Filers) would beneficially own in excess of 9.99% of the Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of the Warrants. As a result, Trails Edge Biotechnology beneficially owns 9.9% of the outstanding Shares of the Issuer as of the Event Date. Trails Edge Capital, as the investment manager to Trails Edge Biotechnology, may be deemed to beneficially own these securities. Mr. Yehudai, as the Chief Investment Officer of Trails Edge Capital, exercises voting and investment discretion with respect to these securities and as such may be deemed to beneficially own 9.9% of the outstanding Shares of the Issuer as of the Event Date.
Ownership percentages are based on approximately 8,967,740 shares of Common Stock outstanding, comprised of (i) 2,152,444 shares of Common Shares outstanding, following a one-for-twenty-five reverse stock split effective as of November 28, 2025 reported by the Issuer in Exhibit 99.1 to its Form 8-K filed with the SEC on November 24, 2025 and (ii) 6,815,296 shares of Common Stock reported by the Issuer as issued as of February 3, 2026 in the Issuer's Form 8-K filed with the SEC on January 30, 2026. |
| (b) | Percent of class:
9.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
933,477.00
|
| | (ii) Shared power to vote or to direct the vote:
0.00
|
| | (iii) Sole power to dispose or to direct the disposition of:
933,477.00
|
| | (iv) Shared power to dispose or to direct the disposition of:
0.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)