Exhibit 10.46


 


THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
AT OR BEFORE 5:00 P.M. (EASTERN TIME) ON AUGUST 25, 2026, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND
OF NO FURTHER FORCE OR EFFECT.


 


THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
 “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
(B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (1) RULE
144 THEREUNDER, IF AVAILABLE, OR (2) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS, (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
OR (E) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, AND, IN THE CASE OF (C)(1)
AND (D) ABOVE, AFTER THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT
OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 


WARRANT CERTIFICATE


 


To acquire Common Shares of


 


PROMIS NEUROSCIENCES INC.


 


(incorporated pursuant
to the federal laws of Canada)


 


Warrant Certificate No. US-2021-08-[●] dated August 25, 2021


 


Certificate for [●] Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)


 


CUSIP 74346M117


 


ISIN CA74346M1178  


 


 


THIS IS TO CERTIFY
THAT, for value received,


 


[●]


 


(the “Warrantholder”)
is the registered holder of the number of common share purchase warrants (the “Warrants”) of ProMIS Neurosciences
Inc. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject to the terms
and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 5:00 p.m. (Eastern time) (the “Expiry
Time”) on August 25, 2026 (the “Expiry Date”), subject to the Acceleration Right (as defined herein), one
fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof (a “Common
Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture (as defined herein).


 






     


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For the purpose
of this Warrant Certificate and the Warrant Indenture, “Acceleration Right” means the right of the Corporation,
pursuant to the terms of the Warrant Indenture, to accelerate the Expiry Date to a date that is not the less than 30 days following delivery
of the Acceleration Notice (as defined in the Warrant Indenture) if, at any time after the Effective Date (as defined in the Warrant Indenture),
the Common Shares have a volume weighted average price on the Toronto Stock Exchange greater than three (3) times the Exercise Price (as
defined herein) for each of ten (10) consecutive trading days (based on the Bank of Canada noon exchange rate on the applicable trading
day).


 


The right to purchase Common Shares may only be
exercised by the Warrantholder within the time set forth above by:


 


(a)            duly
completing and executing the exercise form (the “Exercise Form”) attached hereto; and


 


(b)           surrendering
this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal
office of the Warrant Agent, in the city of Vancouver, British Columbia, together with a wire, certified cheque, bank draft or money order
in the lawful money of Canada payable to or to the order of the Corporation in an amount equal to the purchase price of the Common
Shares so subscribed for.


 


Subject to the terms of the Warrant Indenture,
the surrender of this Warrant Certificate, the duly completed Exercise Form and payment as provided above will be deemed to have been
effected only on personal delivery thereof to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant
Agent at its principal office as set out above.


 


Subject to adjustment
thereof in the events and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each
Common Share upon the exercise of Warrants shall be $0.21 (USD) per Common Share (the “Exercise Price”).


 


Certificates for the Common Shares subscribed
for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified in
the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares are purchased
than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to receive without charge
a new Warrant Certificate in respect of the balance of the Warrants not so exercised. No fractional Common Shares will be issued upon
exercise of any Warrant.


 


This Warrant Certificate
evidences Warrants of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all
other instruments supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of August
25, 2021 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference
is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof and
the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture
were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the holder, on request
and without charge, a copy of the Warrant Indenture. Any capitalized term in this Warrant Certificate that is not otherwise defined herein
shall have the meaning given to it in the Warrant Indenture.


 






     


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On presentation at the principal office of the
Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable requirements
of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling the holder thereof
to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.


 


Neither the Warrants nor the Common Shares issuable
upon exercise hereof have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any U.S. state securities laws. These Warrants Warrants may not be exercised by or on behalf of, or for the account
or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable upon exercise of this
security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such
registration requirements is available.


 


The Warrant Indenture contains provisions for
the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares issuable
upon the exercise of Warrants in the events and in the manner set forth therein.


 


The Warrant Indenture also contains provisions
making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in accordance
with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled to purchase a specific
majority of the Common Shares that can be purchased pursuant to such Warrants.


 


Nothing contained in this Warrant Certificate,
the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as a holder
of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the event of any
discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture, the terms and
conditions of the Warrant Indenture shall govern.


 






     


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Warrants may only
be transferred in compliance with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver,
British Columbia, or such other registrar as the Corporation, with the approval of the Warrant Agent, may appoint at such other place
or places, if any, as may be designated, upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied
by a written instrument of transfer in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with
the conditions prescribed in the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe
and upon the transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.


 


This Warrant Certificate will not be valid for
any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.


 


The parties hereto
have declared that they have required that these presents and all other documents related hereto be in the English language. Les
parties aux présentes déclarent qu’elles ont exigé que la présente convention, de même que tous
les documents s’y rapportant, soient rédigés en anglais.


 


IN WITNESS WHEREOF
the Corporation has caused this Warrant Certificate to be duly executed as of:


 


 


	 	PROMIS NEUROSCIENCES INC.  
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 
	 	By:	 
	Countersigned and Registered by:	 	Authorized Signatory


 


	COMPUTERSHARE TRUST COMPANY OF CANADA	 
	 	 
	By:	 	 
	 	Authorized Signatory