SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR   September 8, 2025   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: ProMIS Neurosciences Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-290039   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), ProMIS Neurosciences Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to September 10, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.   Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson at (212) 459-7072. If you have any questions regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072.   Sincerely,       PROMIS NEUROSCIENCES INC.     ​ /s/ Neil Warma   Neil Warma   Chief Executive Officer     ​ ​ ​ ​ ​ ​ cc: Adam V. Johnson, Goodwin Procter LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 8, 2025

Neil Warma
Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario M4S 3E2

 Re: ProMIS Neurosciences Inc.
 Registration Statement on Form S-3
 Filed September 4, 2025
 File No. 333-290039
Dear Neil Warma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Adam Johnson
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Neil Warma
Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2

 Re: ProMIS Neurosciences Inc.
 Registration Statement on Form S-3
 Filed August 13, 2025
 File No. 333-289577
Dear Neil Warma:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Adam V. Johnson
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 VIA EDGAR   August 20, 2025   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re: ProMIS Neurosciences Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-289577   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Act ”), ProMIS Neurosciences Inc. (the “ Company ”) hereby requests that the effective date of the above-referenced registration statement (the “ Registration Statement ”) be accelerated to August 22, 2025, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.   Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson at (212) 459-7072. If you have any questions regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072. ​ ​ ​ ​ ​ Sincerely, ​ ​ ​ PROMIS NEUROSCIENCES INC. ​ ​ ​ /s/ Neil Warma ​ Neil Warma ​ Chief Executive Officer ​ ​ cc: Adam V. Johnson, Goodwin Procter LLP ​ ​

CORRESP
1
filename1.htm

VIA EDGAR

​

September 4, 2024

​

United States Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C. 20549

​

Re:

 ProMIS Neurosciences Inc.

​

 Acceleration Request for Registration Statement on Form S-3

​

 File No. 333-281841

​

Ladies and Gentlemen:

​

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProMIS Neurosciences Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 6, 2024, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

​

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Adam V. Johnson at (212) 459-7072. If you have any questions regarding this request, please contact Adam V. Johnson of Goodwin Procter LLP at (212) 459-7072.

​

​

 ​

 ​

​

 Sincerely,

​

 ​

​

 PROMIS NEUROSCIENCES INC.

​

 ​

​

 /s/ Neil Warma

​

 Neil Warma

​

 Interim Chief Executive Officer

​

 ​

cc:

 Adam V. Johnson, Goodwin Procter LLP

 ​

​

September 3, 2024
Neil Warma
Interim Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Registration Statement on Form S-3
Filed August 29, 2024
File No. 333-281841
Dear Neil Warma:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Robert E. Puopolo, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

September 27, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 ProMIS Neurosciences Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-274658

​

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProMIS Neurosciences Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 29, 2023, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Nicole Daley at (617) 570-1354. If you have any questions regarding this request, please contact Nicole Daley of Goodwin Procter LLP at (617) 570-1354.

 Sincerely,

 PROMIS NEUROSCIENCES INC.

 /s/ Gail Farfel, Ph.D.

 Gail Farfel, Ph.D.

 Chief Executive Officer

​

​

cc:

 Nicole Daley, Goodwin Procter LLP

​

CORRESP
1
filename1.htm

VIA EDGAR

September 27, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

 ProMIS Neurosciences Inc.

Acceleration Request for Registration Statement on Form S-3

File No. 333-274656

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), ProMIS Neurosciences Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to September 29, 2023, at 4:01 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Nicole Daley at (617) 570-1354. If you have any questions regarding this request, please contact Nicole Daley of Goodwin Procter LLP at (617) 570-1354.

 Sincerely,

 PROMIS NEUROSCIENCES INC.

 /s/ Gail Farfel, Ph.D.

 Gail Farfel, Ph.D.

 Chief Executive Officer

cc:

 Nicole Daley, Goodwin Procter LLP

​

ACTIVE/125104488.1

​

​

United States securities and exchange commission logo
September 25, 2023
Gail Farfel, Ph.D.
Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Registration Statement on Form S-3
Filed September 22, 2023
File No. 333-274656
Dear Gail Farfel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nicole Daley, Esq.

CORRESP
1
filename1.htm

VIA EDGAR

November 8, 2022

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tyler Howes

Re: ProMIS
Neurosciences Inc.

Acceleration Request for Registration Statement on Form S-1, as
amended

File No. 333-268103

Requested Date: November 9, 2022

Requested Time: 5:00 p.m. Eastern Standard Time

Dear Mr. Howes:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), ProMIS Neurosciences Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
November 9, 2022, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Troutman Pepper
Hamilton Sanders LLP, request by telephone that such Registration Statement be declared effective at some other time.

Please contact Thomas Rose of Troutman Pepper
Hamilton Sanders LLP, counsel to the Company, at (757) 687-7715 to provide notice of effectiveness, or if you have any questions or comments
concerning this request. Thank you for your assistance.

[remainder of page left intentionally blank]

    Very Truly Yours,

    ProMIS Neurosciences Inc.

    By:
    /s/ Gail Farfel

    Gail Farfel, Ph.D.

    Chief Executive Officer

United States securities and exchange commission logo
November 7, 2022
Gail Farfel, Ph.D.
Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Registration Statement on Form S-1
Filed November 1, 2022
File No. 333-268103
Dear Gail Farfel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas Rose, Esq.

CORRESP
1
filename1.htm

ProMIS Neurosciences Inc.

Suite 200, 1920 Yonge Street

Toronto, Ontario

M4S 3E2

July 6, 2022

BY EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Jeanne Baker, Mr. Jeffrey Gabor and Mr. Gary Newberry

 RE: ProMIS Neurosciences Inc.

Registration Statement on Form 10-12B

File No. 001-41429

Ladies and Gentleman:

Pursuant to Rule 12d1-2 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ProMIS Neurosciences Inc. (the “Company”)
hereby respectfully requests that the effective date and time of the above-referenced Registration Statement on Form 10 be accelerated
so that it will become effective under the Exchange Act at 5:00 p.m., Eastern Time, on July 7, 2022, or as soon as practicable thereafter.
The Company also respectfully requests that the Securities and Exchange Commission confirm such effective date and time in writing.

Please contact Thomas Rose
of Troutman Pepper Hamilton Sanders LLP, counsel to the Company, at (757) 687-7715 to provide notice of effectiveness, or if you have
any questions or comments concerning this request. Thank you for your assistance.

    Very Truly Yours,

    ProMIS Neurosciences Inc.

    By:
    /s/ Eugene Williams

    Eugene Williams

    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

    Troutman Pepper Hamilton Sanders LLP

    401 9th Street, NW, Suite 1000

    Washington, DC 20004

    troutman.com

Thomas M. Rose

Partner

757-687-7715

thomas.rose@troutman.com

July 1, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attn: Gary Newberry, Jeanne Baker, Michael Davis and Jeffrey Gabor

    Re:
    ProMIS Neurosciences Inc.

Registration Statement on Form 10

Filed June 22, 2022

CIK No. 0001374339

Ladies and Gentlemen:

On behalf of our client, ProMIS Neurosciences
Inc. (the “Company”), we submit this letter in response to the comments from the staff of the U.S. Securities and Exchange
Commission’s (the “Commission”) Division of Corporation Finance (the “Staff”) received by
letter dated June 30, 2022 (the “Staff Letter”) relating to the Company’s Registration Statement on Form 10 (CIK
No. 0001374339) filed June 22, 2022, as amended on June 30, 2022 (as amended, the “Registration Statement”).

Concurrently with the submission of this response
to the Staff Letter, the Company is filing an amendment to the Registration Statement on Form 10 (the “Amended Registration Statement”),
which reflects changes made in response to the Staff Letter and certain other changes. Based on a recent announcement by the Staff, we
have not mailed to the Commission’s offices any courtesy copies of this response letter or marked copies of the Amended Registration
Statement showing all changes from the Draft Registration Statement. Nevertheless, should you desire for us to do so, please advise.

For ease of reference, the text of each of the
Staff’s comments is reproduced in italics in numerical sequence in this letter, with the response of the Company immediately following
each comment.

Registration Statement on Form 10 filed June 22, 2022

Development of a Therapy for the Treatment of ALS

PMN267, page 14

 1. Please revise your description of the PMN267 transgenic mouse model to eliminate the term "encouraging."
You may describe the referenced model and present the objective results that lead you to conclude that the results are encouraging. Please
also revise your description of the in vitro studies performed in collaboration with Dr. Gene Yeo at University of California San Diego
to provided more detailed and quantified information relating to the misfolded TDP-43 reduction.

Securities and Exchange Commission

July 1, 2022

Page 2

RESPONSE:

In response to the Staff’s comment, the Company has
revised its disclosure on page 14 of the Amended Registration Statement.

Thank you for your consideration
of the Company’s response. In addition, please note that in accordance with the request of the NASDAQ Stock  Market LLC, the
Company has filed as Exhibit 99.1 to the Amended Registration Statement its press release announcing the conversion of its amended and
restated convertible unsecured debentures. If you have any questions or require additional information, please do not hesitate to contact
me at the phone number or address set forth above.

    Very truly yours,

    /s/ Thomas M. Rose

    Thomas M. Rose, Esq.

    Troutman Pepper Hamilton Sanders LLP

cc:       Eugene Williams, Chairman
and CEO, ProMIS Neurosciences Inc.

United States securities and exchange commission logo
June 30, 2022
Eugene Williams
Chairman and Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Registration Statement on Form 10
Filed June 22, 2022
File No. 001-41429
Dear Mr. Williams:
            We have reviewed your filing and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to
this comment, we may have additional comments.
Registration Statement on Form 10 filed June 22, 2022
Development of a Therapy for the Treatment of ALS
PMN267, page 14
1.Please revise your description of the PMN267 transgenic mouse model to eliminate the
term "encouraging."  You may describe the referenced model and present the
objective results that lead you to conclude that the results are encouraging.  Please also
revise your description of the in vitro studies performed in collaboration with Dr. Gene
Yeo at University of California San Diego to provided more detailed and quantified
information relating to the misfolded TDP-43 reduction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameEugene Williams
 Comapany NameProMIS Neurosciences Inc.
 June 30, 2022 Page 2
 FirstName LastName
Eugene Williams
ProMIS Neurosciences Inc.
June 30, 2022
Page 2
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose, Esq.

CORRESP
1
filename1.htm

    Troutman Pepper Hamilton Sanders LLP

    401 9th Street, NW, Suite 1000

    Washington, DC 20004

    troutman.com

Thomas M. Rose

Partner

757-687-7715

thomas.rose@troutman.com

June 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

Attn: Gary Newberry, Jeanne Baker, Michael Davis and Jeffrey Gabor

    Re:
    ProMIS Neurosciences Inc.

    Amendment No. 1 to Draft Registration Statement on Form 10

    Submitted April 5, 2022

    CIK No. 0001374339

Ladies and Gentlemen:

On behalf of
our client, ProMIS Neurosciences Inc. (the “Company”), we submit this letter in response to the comments from the
staff of the U.S. Securities and Exchange Commission’s (the “Commission”) Division of Corporation Finance
(the “Staff”) received by letter dated April 26, 2022 (the “Staff Letter”) relating to the
Company’s Amendment No. 1 to its Draft Registration Statement on Form 10 (CIK No. 0001374339), as confidentially
submitted via EDGAR to the Commission on April 4, 2022 (as amended, the “Draft Registration
Statement”).

Concurrently with the submission of this
response to the Staff Letter, the Company is publicly filing its registration statement on Form 10 (the
“Public Registration Statement”), which reflects changes made in response to the Staff Letter and certain other
changes. Based on a recent announcement by the Staff, we have not mailed to the Commission’s offices any courtesy copies of
this response letter or marked copies of the Public Registration Statement showing all changes from the Draft Registration
Statement. Nevertheless, should you desire for us to do so, please advise.

For ease of reference, the text of each of the
Staff’s comments is reproduced in italics in numerical sequence in this letter, with the response of the Company immediately following
each comment.

Securities and Exchange Commission

June 22, 2022

Page 2

Amendment No. 1 to Draft Registration Statement on Form 10 Submitted
April 5, 2022

Item 1. Business

Our Pipeline, page 2

 1. We note your response to prior comment 1. Please revise the width of the "Discovery" and "Preclinical" columns
so they are no larger than the columns for each of Phases 1, 2, and 3.

RESPONSE:

In response to the Staff’s comment, the Company has
revised its disclosure on pages 2 and 3 of the Public Registration Statement.

Overview of ProMIS Intellectual Property (IP) Portfolio, page 25

 2. We note your Patent Portfolio Summary table in Appendix A. Please clarify in this table whether each patent is owned or licensed
and the type of patent protections.

RESPONSE:

In response to the Staff’s comment, the Company has
revised Appendix A to the Public Registration Statement.

License Agreements, page 26

 3. We note your response to prior comment 6 and that your agreement with the University of British Columbia will expire upon the expiration
of ProMIS’ obligation to pay royalties to UBC. Please revise to clarify when the obligation to pay royalties is expected to expire.
Additionally, we note that your agreement with the University Health Network expires upon expiration of the last patent issued on any
of the technology under the agreement. Please revise to clarify when these patent rights are expected to expire.

RESPONSE:

In response to the Staff’s comment, the Company has
revised its disclosure on page 26 of the Public Registration Statement.

Thank you for your consideration of the Company’s
response. If you have any questions or require additional information, please do not hesitate to contact me at the phone number or address
set forth above.

Securities and Exchange Commission

June 22, 2022

Page 3

    Very truly yours,

    /s/ Thomas M. Rose

    Thomas M. Rose, Esq.

    Troutman Pepper Hamilton Sanders LLP

cc:       Eugene Williams, Chairman and CEO, ProMIS Neurosciences Inc.

United States securities and exchange commission logo
April 26, 2022
Eugene Williams
Chairman and Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Submitted April 5, 2022
CIK No. 0001374339
Dear Mr. Williams:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 10 Submitted April 5, 2022
Item 1. Business
Our Pipeline, page 2
1.We note your response to prior comment 1.  Please revise the width of the "Discovery"
and "Preclinical" columns so they are no larger than the columns for each of Phases 1, 2,
and 3.
Overview of ProMIS Intellectual Property (IP) Portfolio, page 25
2.We note your Patent Portfolio Summary table in Appendix A.  Please clarify in this table
whether each patent is owned or licensed and the type of patent protections.

 FirstName LastNameEugene Williams
 Comapany NameProMIS Neurosciences Inc.
 April 26, 2022 Page 2
 FirstName LastName
Eugene Williams
ProMIS Neurosciences Inc.
April 26, 2022
Page 2
License Agreements, page 26
3.We note your response to prior comment 6 and that your agreement with the University of
British Columbia will expire upon the expiration of ProMIS’ obligation to pay royalties to
UBC.  Please revise to clarify when the obligation to pay royalties is expected to expire.
Additionally, we note that your agreement with the University Health Network expires
upon expiration of the last patent issued on any of the technology under the
agreement.  Please revise to clarify when these patent rights are expected to expire.
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose, Esq.

United States securities and exchange commission logo
February 25, 2022
Eugene Williams
Chairman and Chief Executive Officer
ProMIS Neurosciences Inc.
Suite 200, 1920 Yonge Street
Toronto, Ontario
M4S 3E2
Re:ProMIS Neurosciences Inc.
Draft Registration Statement on Form 10
Submitted January 28, 2022
CIK No. 0001374339
Dear Mr. Williams:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10 Submitted January 28, 2022
Item 1. Business
Our Pipeline, page 2
1.We note that your pipeline table on page 2 includes three separate pre-clinical phases but
none of the three clinical phases.  This gives the impression that your product candidates
are farther along in the clinical process.  Please revise your pipeline table to include
separate columns for each of the three clinical phases.  Please also explain what is
involved in "epitope prediction/computation" and "in vitro/in vivo lead validation" and
why you believe these are separate and distinct development phases, as opposed to part of
discovery and/or IND-enabling studies, or revise.  In addition, revise the length of the

 FirstName LastNameEugene Williams
 Comapany NameProMIS Neurosciences Inc.
 February 25, 2022 Page 2
 FirstName LastName
Eugene Williams
ProMIS Neurosciences Inc.
February 25, 2022
Page 2
arrows for each product candidate to accurately show its progression in relation to each
stage of development once the table has been revised.  Please also make similar revisions
to the Additional Development Programs table on page 3.
PMN310, page 4
2.We note on page 4 that you state you "believe it may possess the features necessary to
potentially be 'best in class' if approved, with a possibly more favorable clinical safety and
efficacy profile than aducanumab, donanemab, or BAN2401."  On page 22 you also state
that "[t]hese drug development tools are called peptide antigens and are the key to our
efficient methods of creating potentially 'best in class' antibody therapies, vaccines, and
diagnostics."  Please remove any reference to your product(s) potentially being "best in
class."  This phrase suggests that your product candidates are effective and likely to be
approved.  Please also delete any reference to your product(s) possibly being safe and
efficacious.  Safety and efficacy determinations are solely within the FDA’s authority.
3.We note the disclosure throughout this section stating that the "latest scientific
understanding that the toxic oligomer is the pathogen and needs to be the target for
therapy" and "[e]vidence from genetic and experimental studies supports a causative role
for Ab in the pathogenesis of AD."  Please revise these and similar statements to clearly
describe the basis for this scientific understanding and where evidence was observed and
whether it was based on studies or trials conducted by you or by a third party.
4.We note your statement that the "latest scientific understanding that the toxic oligomer is
the pathogen and needs to be the target for therapy."  Please revise/balance this disclosure
by stating that there "is no current scientific or general consensus on the causation of AD
or method of action to treat AD" as disclosed in your risk factor on page 37.
5.For each of the preclinical trials discussed in this section, please revise to clarify scope,
size, and design; whether the studies were powered to show statistical significance; and
revise your characterizations of the pre-clinical trials to discuss the data, rather than
drawing conclusions from the results.
Overview of ProMIS Intellectual Property (IP) Portfolio, page 23
6.Please expand your disclosure to describe all material terms of your license agreements
with University of British Columbia and University Hospital Network, including:
•description and quantification of the benefits and obligations under the agreement,
•quantification of all payments made to date,
•disclosure of the aggregate amount of all potential development, regulatory and
commercial milestone payments,
•quantification of the royalty rate, or a range no greater than 10 percentage points per
tier, and
•term and termination provisions.

 FirstName LastNameEugene Williams
 Comapany NameProMIS Neurosciences Inc.
 February 25, 2022 Page 3
 FirstName LastName
Eugene Williams
ProMIS Neurosciences Inc.
February 25, 2022
Page 3
7.For each material patent and patent application, please revise to clarify whether the
patents are owned or licensed, the type of patent protections, and the expiration dates.
Competition, page 33
8.We note your disclosure regarding neurodegenerative disease key competitors.  Please
revise to provide more robust disclosure regarding the potential impact on the company of
these key competitors, including whether any are developing therapies with AB/amyloid
plaque-related targets or whether any have received approval from the FDA.  In this
regard, we note the risk factor disclosure on page 76.
Item 1A. Risk Factors, page 33
9.With reference to your disclosure on page 114, please revise to add a risk factor that
addresses your ability to issue an unlimited number of common and preferred shares.
Risks Related to the COVID-19 Pandemic, page 33
10.Please revise here or elsewhere to quantify the specific impacts you have experienced to
your business and results of operations resulting from the COVID-19 pandemic.
Intellectual property discovered through government funded programs may be subject to federal
regulations such as march-in rights, page 69
11.Please revise to identify the patents and product candidates that are or may be subject
to march-in rights.
Managment's Discussion and Analysis
Results of Operations -- Research and Development, page 88
12.Please expand your disclosure to identify the program(s) under which you incurred
material research and development expenses and quantify the respective amounts for each
period presented.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 93
13.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Title 19 Investments LLC and Crocker
Mountain LLC.
Exhibit Index, page 119
14.Please revise your Business section to provide a description of your joint venture
agreement(s) with BC Neuroimmunology Lab Inc.  Please include a discussion of the
specific contractual terms of your joint venture agreement(s) and the degree of your
involvement in operating the joint ventures.

 FirstName LastNameEugene Williams
 Comapany NameProMIS Neurosciences Inc.
 February 25, 2022 Page 4
 FirstName LastName
Eugene Williams
ProMIS Neurosciences Inc.
February 25, 2022
Page 4
            You may contact Gary Newberry at 202-551-3761 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Michael Davis at 202-551-4385 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Thomas M. Rose, Esq.