Exhibit 10.40


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●] 2020.


THE COMMON SHARES UNDERLYING THIS CERTIFICATE
ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE COMMON SHARES CANNOT BE TRADED THROUGH THE FACILITIES OF THE
TSX SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH COMMON SHARES IS NOT “GOOD DELIVERY”
IN SETTLEMENT OF TRANSACTIONS ON THE TSX.


 


THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
UNTIL 5:00 P.M. (EST) ON [●], 2024 AFTER WHICH TIME THEY WILL EXPIRE AND BE OF NO FURTHER FORCE AND EFFECT OR VALUE.


 


Certificate FW#-2019-11-[●] dated [●], 2019 (the
 “Issue Date”), representing [●] Warrants.


 


FINDER’S WARRANT CERTIFICATE


 


PROMIS NEUROSCIENCES INC.

(Incorporated under the laws of Canada)






THIS CERTIFIES that, for value received:


 


[●]



(hereinafter referred to as the “Holder”)


 


is the registered holder of that number of warrants
(the “Warrants”) of ProMis Neurosciences Inc. (the “Issuer”) set forth above.


 


Underlying Securities and Exercise Terms


 


Each Warrant entitles the Holder to purchase one
common share (each a “Common Share”) of the Issuer, as constituted on [●], 2019, at a price of CAD$0.35 per Common Share
until 5:00 pm (EST) on [●], 2024 (the “Expiry Date”).


 


The Warrants and Common Shares are collectively
referred to herein as the “Securities”.


 


Warrant Exercise Procedure


 


The Warrants may be exercised at any time prior
to the expiry of the Warrants by surrendering to the Issuer at its head office, at Suite 200, 1920 Yonge Street, Toronto, Ontario, M4S
3E2:


 


		(a)	this Warrant Certificate;
	 	 	 



		(b)	the Subscription Form attached as Schedule “A” hereto, duly completed and executed; and
	 	 	 



		(c)	a cheque, bank draft or money order made payable to the Issuer in the aggregate amount of the exercise
price,



 


or such other office or agency of the Issuer as
it may designate by notice in writing delivered to the Holder at the Holder’s address stated above. Upon the due exercise of the
Warrants, the Issuer shall issue or cause to be issued the requisite number of Shares to be issued to the Holder pursuant to said exercise,
registered in the name of the Holder or such other person as may be specified in the Subscription Form, and each such person shall be
deemed the holder of such Shares with effect from the date of such exercise. If Shares are to be issued to a person other than the Holder,
the Holder’s signature on the Subscription Form must be guaranteed by a Canadian chartered bank, a Canadian trust company or a member
firm of the TSX. The Issuer will cause the certificates representing such Shares to be mailed to the Holder at the Holder’s address
stated above or such other address(es) as may be specified in the Subscription Form, within five business days of the exercise of the
Warrants.


 






     


     - 2 -


    

 


Upon the due exercise of a Warrant, the Warrant
shall be deemed tendered for purposes thereof by the Holder without further notice or action by the Holder, and all rights under such
Warrant, other than the right to receive certificates representing the Shares to which the Holder is entitled on such exercise, shall
wholly cease and terminate and such Warrants shall be void and of no further effect or value.


 


Partial Exercise, Exchange and Replacement
of Certificates


 


The Warrants represented by this Warrant Certificate
may be exercised in whole or in part from time to time. If the Warrants are exercised in part, the Issuer shall deliver, with the Shares
issued pursuant to such exercise, a new Warrant Certificate representing the balance of the Warrants remaining unexercised.


 


This Warrant Certificate may be exchanged, upon
its surrender to the Issuer and payment of such administration fee, not exceeding $10.00, as the Issuer may require, for new Warrant Certificates
of like tenor in denominations which in the aggregate represent the number of Warrants represented hereby.


 


If this Warrant Certificate is lost, stolen, mutilated
or destroyed, the Issuer may on such reasonable terms as it may in its discretion impose, including but not limited to the payment of
any administration fee, not exceeding $10.00, and the provision of any indemnity by the Holder, issue and countersign a new Warrant Certificate
of like tenor, denomination and date as the Warrant Certificate so lost, stolen, mutilated or destroyed.


 


All Warrants shall rank pari passu, notwithstanding
the actual date of issue thereof.


 


Covenants


 


The Issuer covenants and agrees that so long as
any Warrants evidenced hereby remain outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient
number of Common Shares to satisfy the right of purchase herein provided for and such Common Shares shall be issued as fully paid and
non-assessable Common Shares and the holders thereof shall not be liable to the Issuer or to its creditors in respect thereof.


 


The Issuer shall use all reasonable commercial
efforts to preserve and maintain its corporate existence and to ensure that the Common Shares outstanding or issuable from time to time
upon the exercise of the Warrants are listed and posted for trading on the TSX (or such other exchange on which the Common Shares may
be listed), provided that this clause shall not be construed as limiting or restricting the Issuer from completing a consolidation, amalgamation,
arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX (or
such other exchange on which the Common Shares may be listed), so long as the holders of Common Shares receive securities of an entity
which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance
with the requirements of applicable corporate and securities laws and the policies of the TSX (or such other exchange on which the Common
Shares may be listed). In addition, the Issuer shall make all requisite filings under applicable securities legislation necessary to remain
a reporting issuer not in default.


 


If the issuance of the Common Shares upon the
exercise of the Warrants requires any filing or registration with or approval of any securities regulatory authority or other governmental
authority or compliance with any other requirement under any law before such Common Shares may be validly issued (other than the filing
of a prospectus or similar disclosure document), the Issuer agrees to take such actions as may be necessary to secure such filing, registration,
approval or compliance, as the case may be.


 


Transfer of Warrants


 


The Warrants are non-transferable.


 


Holding of Warrants


 


The Issuer may treat the Holder as the absolute
owner of the Warrants represented hereby for all purposes, and the Issuer shall not be affected by any notice or knowledge to the contrary
except where the Issuer is required to take notice by statute or by order of a court of competent jurisdiction.


 


Nothing in this Warrant Certificate or in the
holding of a Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder
of the Issuer or entitle the Holder to any right or interest in respect of any Shares except as herein expressly provided.


 






     


     - 3 -


    

 


Resale Restrictions and Legending Of Certificates


 


The Warrants have been, and the Shares will be,
issued pursuant to an exemption (an “Exemption”) from the registration and prospectus requirements of applicable securities
law. To the extent that the Issuer relies on such Exemption, the Shares may be subject to restrictions on resale and transferability contained
in applicable securities laws.


 


If any of the Securities are subject to a hold
period, or any other restrictions on resale and transferability, the Issuer may place a legend on the certificates representing the Securities
as may be required under applicable securities laws, or as it may otherwise deem necessary or advisable.


 


Any certificate representing Common Shares issued
upon the exercise of this Warrant prior to the date which is four months and one day after the Issue Date will bear the following legends:


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 16, 2020.


and


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX
SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY”
IN SETTLEMENT OF TRANSACTIONS ON THE TSX.


 


provided that at any time subsequent to the date
which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate
bearing no such legends.


 


Capital Adjustments


 


Subject to approval of the TSX (or such other
exchange on which the Common Shares may be listed), if at any time after the date hereof and prior to the expiry of the Warrants, and
provided that any Warrants remain unexercised, there shall be:


 


		(a)	a reclassification of the Common Shares, a change in the Common Shares into other shares or securities,
a subdivision or consolidation of the Common Shares into a greater or lesser number of Common Shares, or any other capital reorganization,
or



		(b)	a consolidation, amalgamation or merger of the Issuer with or into any other corporation other than a
consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the
Common Shares into other shares or securities,



 


(any of such events being called a “Capital
Reorganization”) any Holders who shall thereafter acquire Shares pursuant to the Warrant shall be entitled to receive, at no additional
cost, and shall accept in lieu of the number of Shares to which such Holder was theretofore entitled to acquire upon such exercise, the
aggregate number of shares, other securities or other property which such Holder should have been entitled to receive as a result of such
Capital Reorganization if, on the effective date or record date thereof as the case may be, the Holder had been the registered holder
of the number of Shares to which such Holder was theretofore entitled to acquire upon exercise of the Warrants. If determined appropriate
by the Issuer acting reasonably, appropriate adjustments shall be made in the application of the provisions set forth herein with respect
to the rights and interests of the Holder relative to a Capital Reorganization, to the end that the provisions set forth herein shall
correspond as nearly as may be reasonably possible to the effect of the Capital Reorganization in relation to any shares, other securities
or other property thereafter deliverable upon the exercise of any Warrants.


In case at any time:


 






     


     - 4 -


    

 


		(a)	the Issuer shall pay any dividend payable in stock upon its Common Shares or make any distribution to
the holders of its Common Shares;
	 	 	 



		(b)	the Issuer shall offer for subscription pro rata to the holders of its Common Shares any additional shares
or stock of any class or other rights;
	 	 	 



		(c)	there shall be any subdivision, consolidation, capital reorganization, or reclassification of the capital
stock of the Issuer, or merger, amalgamation or arrangement of the Issuer with, or sale of all or substantially all of its assets to,
another corporation; or
	 	 	 



		(d)	there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Issuer,



 


the Issuer shall give to the Holder at least twenty
days’ prior written notice of the date on which the books of the Issuer shall close or a record shall be established for such dividend,
distribution or subscription rights, or for determining rights to vote with respect to such subdivision, consolidation, capital reorganization,
reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up, and in the case of any such subdivision,
consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up,
at least twenty days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing
clause shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common
Shares shall be entitled thereto, and such notice in accordance with the foregoing shall also specify, in the case of any such subdivision,
consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution, liquidation or winding-up,
the date on which the holders of Common Shares shall be entitled to exchange their Common Shares for securities or other property deliverable
upon such subdivision, consolidation, capital reorganization, reclassification, merger, amalgamation, arrangement, sale, dissolution,
liquidation or winding-up as the case may be. Each such written notice shall be given by first class mail, postage prepaid, addressed
to the Holder at its address as shown on the books of the Issuer.


 


In case the Issuer, after the date hereof, shall
take any action affecting any securities of the Issuer, other than as previously set out herein, which in the opinion of the directors
would materially affect the rights and interests of the Holder hereunder, the number of Shares or other securities which shall be issuable
on the exercise of the Warrants shall be adjusted in such manner, if any, and at such time as the directors, in their sole discretion,
may determine to be equitable in the circumstances, provided that no such adjustment will be made unless all necessary regulatory approvals,
if any, have been obtained. In the event of any question arising with respect to any adjustment provided for herein, such question shall
be conclusively determined by a firm of chartered accountants appointed by the Issuer at its sole discretion (who may be the Issuer’s
auditors) and any such determination shall be binding upon the Issuer and the Holder.


 


No adjustment shall be made in respect of any
event described herein if the Holder is entitled to participate in such event on the same terms, without amendment, as if the Holder had
exercised the Warrants prior to or on the effective date or record date of such event, subject to the written consent of the TSX (or such
other exchange on which the Common Shares may be listed). The adjustments provided for herein are cumulative and such adjustments shall
be made successively whenever an event referred to herein shall occur, subject to the limitations provided for herein. No adjustment shall
be made in the number or kind of Shares or other securities which may be acquired on the exercise of a Warrant unless it would result
in a change of at least one-tenth of a Share or other security. Any adjustment which may by reason of this paragraph not be required to
be made shall be carried forward and then taken into consideration in any subsequent adjustment.


 


Notwithstanding any adjustments provided for herein
or otherwise, the Issuer shall not be required, upon the exercise of any Warrants, to issue fractional Shares or other securities in satisfaction
of its obligations hereunder and, except as provided for herein, any fractions shall be eliminated. To the extent that the Holder would
otherwise be entitled to acquire a fraction of a Share or other security, such right may be exercised in respect of such fraction only
in combination with other rights which in the aggregate entitle the Holder to acquire a whole number of Shares or other securities. The
Holder shall be entitled, upon the elimination of any fraction of a Share or other security, to be paid in cash for the fair market value
for the securities so eliminated, always provided that the Issuer shall not be required to make any payment if for less than $10.00.


 






     


     - 5 -


    

 


Representation and Warranty


 


The Issuer hereby represents and warrants with
and to the Holder that the Issuer is duly authorized and has the corporate and lawful power and authority to create and issue this Warrant
and the Common Shares issuable upon the exercise hereof and perform its obligations hereunder and that this Warrant represents a valid,
legal and binding obligation of the Issuer enforceable in accordance with its terms.


 


Miscellaneous Provisions


 


Any delivery or surrender of documents shall be
valid and effective if delivered personally or if sent by registered letter postage prepaid, and any notice shall be valid and effective
if made in writing and transmitted as aforementioned or if transmitted by facsimile with confirmed receipt, in each case addressed to:


 


(a)           if
to the Issuer,


ProMis Neurosciences Inc.

Suite 200, 1920 Yonge Street

Toronto, Ontario

M4S 3E2


Facsimile: 416.847.6899


 


		(b)	if to the Holder, at its address appearing in the register of holders of Warrants maintained by the Issuer,
	 	 	 



and such shall be deemed to have been effectively
made and received on the date of personal delivery, if delivered; on the fourth business day after the time of mailing or upon actual
receipt, whichever is sooner, if sent by registered letter (except the delivery of documents to exercise the Warrants, in which case actual
receipt is required); or on the first business day after the time of facsimile transmission, if sent by facsimile. In the case of a disruption
in postal services, any delivery or surrender of documents or notice sent by mail shall not be deemed to have been effectively made or
received until it is actually delivered. The Issuer and the Holder may from time to time change their address for service hereunder by
notice in writing delivered in one of the foregoing manners.


 


Except as herein provided, any and all of the
rights conferred upon the Holder herein may be enforced by the Holder through appropriate legal proceedings. No recourse under or upon
any covenant, obligation or agreement herein contained shall be had against any shareholder, officer or director of the Issuer, either
directly or through the Issuer, it being expressly agreed and declared that the obligations under the Warrants are solely corporate obligations
of the Issuer and no personal liability whatsoever shall attach to or be incurred by the shareholders, officers or directors of the Issuer
in respect thereof. This Warrant Certificate shall be binding upon the Issuer and its successors.


 


This Warrant shall be governed in accordance with
the laws of British Columbia and the laws of Canada applicable therein. The parties hereby attorn to the jurisdiction of the courts of
British Columbia in the event of any dispute hereunder. Time shall be of the essence hereof.


 


The Issuer shall be entitled to rely on delivery
of an executed Certificate by electronic means, and acceptance by the Holder of such electronic Certificate (including, without limitation
by facsimile or email delivery) shall be legally effective between the Holder and the Issuer in accordance with the terms hereof.


 






     


     - 6 -


    

 


IN WITNESS WHEREOF the Issuer has caused this
Finder’s Warrant Certificate to be signed by its duly authorized signatory on the date first written above.


 


PROMIS NEUROSCIENCES INC.


 


	By: 	                                	 
	Authorized Signatory	 



 






     


     


    

 


SCHEDULE “A”

SUBSCRIPTION FORM


 


		TO:	ProMis Neurosciences Inc.

Suite 200, 1920 Yonge Street

Toronto, Ontario

M4S 3E2



Facsimile: 416.847.6899


 


The Undersigned, being the registered holder of
the attached Warrant Certificate of the Issuer, does hereby irrevocably exercise  of the Warrants evidenced thereby in accordance
with the terms thereof, and accordingly hereby irrevocably subscribes for the Shares (as described therein) to be received thereon and
irrevocably surrenders the Warrant Certificate to the Issuer for such purpose. The Undersigned hereby irrevocably directs that the Shares
to be received by the Undersigned be registered as follows:


 


	Name in Full	Address	No. of

Common Shares
	1.	 	 
	 	 	 
	2.	 	 
	 	 	 
	3.	 	 
	 	 	 


 


IF COMMON SHARES ARE TO BE ISSUED TO A PERSON
OR PERSONS OTHER THAN THE UNDERSIGNED REGISTERED HOLDER, THE SIGNATURE OF THE UNDERSIGNED MUST BE MEDALLION GUARANTEED AND IT MUST
PAY TO THE ISSUER ALL APPLICABLE TAXES AND OTHER DUTIES.


 


The Undersigned registered holder hereby represents,
warrants and certifies that:


 


		1.	the Undersigned is a resident at the address set forth in this Subscription Form;



		2.	the Undersigned acknowledges that the Warrants and Shares (collectively, the “Securities”)
have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any
applicable State securities laws and may not be offered or sold in the United States or to U.S. Persons without registration under the
1933 Act and any applicable State securities laws, unless an exemption from registration is available; and



		3.	the Undersigned has no intention to distribute, either directly or indirectly, any of the Securities in
the United States or to U.S. Persons.



 


DATED the  day of , 20.


 


	 	
    }

    }

    }

    }

    }

    }

    }

    }

    }

    }

    }

    }

    }
	
     

     

	Signature of Witness

[Please Note Instruction 2]	
    Signature of registered holder or Signatory thereof

     

	 	
    If applicable, print Name and Office of Signatory

     

	Print Name of Witness	
    Print Name of registered holder as on certificate

     

	Address of Witness	
    Street Address

     

	Occupation of Witness	City, Province and Postal Code


 






     


     - 2 -


    

 





INSTRUCTIONS:


 


1.       The
registered holder of a Warrant may exercise its right to convert the Warrant into Shares by completing and surrendering this Subscription
Form and the ORIGINAL Warrant Certificate representing the Warrants being converted to the Issuer, together with the aggregate amount
of the exercise price for the Shares, as provided for in the Warrant Certificate. Certificates representing the Shares to be acquired
on exercise will be sent by prepaid ordinary mail to the address(es) above within five business days after the receipt of all required
documentation.


 


2.       If
this Subscription Form indicates that Shares are to be issued to a person or persons other than the registered holder of the Warrant to
be converted: (i) the signature of the registered holder on this Subscription Form must be medallion guaranteed by an authorized officer
of a chartered bank, trust company or an investment dealer who is a member of a recognized stock exchange, and (ii) the registered holder
must pay to the Issuer all applicable taxes and other duties.


 


3.       If
this Subscription Form is signed by a trustee, executor, administrator, custodian, guardian, attorney, officer of a corporation or any
other person acting in a fiduciary or representative capacity, this Subscription Form must be accompanied by evidence of authority to
sign satisfactory to the Issuer.