Nervgen Pharma Corp 40-F/A for FY2025
Nervgen Pharma Corp. (NGEN)
About this 40-F/A
Nervgen Pharma Corp filed this 40-F/A on October 16, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
NervGen Pharma Corp. filed an amended and restated MD&A restating 2025 and 2024 financials due to a material weakness in internal controls. During 2025, NVG-291 met its primary endpoint in the CONNECT SCI Study, and the company completed a US$10,049,915 private placement. AI summary
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 44.21M CAD
- compared with a net loss of 23.66M CAD a year earlier
- Diluted EPS
- -0.61 CAD
- compared with -0.35 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
Commission File Number
(Exact name of registrant as specified in its charter)
|
| |||
(Province or other jurisdiction of incorporation or organization) |
| (Primary standard industrial |
| (I.R.S. Employer Identification No., if applicable) |
(
(Address and telephone number of registrant’s principal executive offices)
(
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol(s): |
| Name of each exchange on which registered: |
|
|
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
|
Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.
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 (s.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. Emerging growth company.
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Auditor Name: |
| Auditor Location: |
| Auditor Firm ID: |
EXPLANATORY NOTE
NervGen Pharma Corp. (the “Company” or the “Registrant”) is filing this Amendment No. 1 on Form 40-F/A (this “Form 40-F/A”) to amend and restate certain items in the Annual Report on Form 40-F for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “Commission”) on March 31, 2026, (the “Original Form 40-F”). This Form 40-F/A includes amended and restated consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 (the “Restatement Period”), and corresponding amended and restated management’s discussion and analysis of financial condition and results of operations (collectively, the “Restated Documents”).
Subsequent to the issuance of the audited consolidated financial statements included in the Original Form 40-F as of, and for the Restatement Period, the Company discovered certain errors requiring corrective adjustments which impacted the presentation of financial statements in prior periods. In particular, the corrective adjustments identified by the Company are to revise non-cash valuation errors in the Company’s accounting for stock options and certain outstanding derivative warrant liabilities, reducing previously reported stock-based compensation expense and warrant liabilities, with corresponding adjustments to unrealized gains and losses on warrant derivatives. The aforementioned corrective adjustments do not have any impact on the Company’s cash position, cash flow, or liquidity.
Accordingly, the Company, its management and the audit committee of the board of directors of the Company have determined that the audited consolidated financial statements and the management’s discussion and analysis of financial condition and results of operations for the Restatement Period, as presented in Exhibits 99.1 and 99.2, respectively, in the Original Form 40-F should no longer be relied upon. Readers are advised to refer to Exhibits 99.1 and 99.2 in this Form 40-F/A instead.
Additionally, pursuant to the rules of the Commission, this Form 40-F/A also contains (i) new certifications required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), (ii) new certifications required by Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act, and (iii) a new consent from the Company’s independent registered public accounting firm.
Other than as discussed above and expressly set forth herein, this Form 40-F/A does not, and does not purport to, amend or restate any other information contained in the Original Form 40-F nor does this Form 40-F/A reflect any events that have occurred after the Original Form 40-F was filed. Accordingly, this Form 40-F/A should be read in conjunction with the Original Form 40-F/A.
INCORPORATION BY REFERENCE
This Form 40-F/A is incorporated by reference into the Registrant’s Registration Statement on Form F-10 (File No. 333- 296217).
Exhibit Index
The following documents are being filed with the Commission as exhibits to this Form 40-F/A.
Exhibit No. | | Document |
| | |
97.1* | | |
| | |
99.1* | | Annual Information Form of the Registrant for the fiscal year ended December 31, 2025 |
| | |
99.2 | | |
| | |
99.3 | | |
| | |
99.4 | | |
| | |
99.5 | | |
| | |
99.6 | | |
| | |
99.7** | | |
| | |
101.INS | | Inline XBRL Instance Document. |
| | |
101.SCH | | Inline XBRL Taxonomy Schema Linkbase Document. |
| | |
101.CAL | | Inline XBRL Taxonomy Calculation Linkbase Document. |
| | |
101.DEF | | Inline XBRL Taxonomy Definition Linkbase Document. |
| | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE | | Inline XBRL Taxonomy Presentation Linkbase Document. |
| | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Previously filed. |
** | This exhibit is furnished with this Form 40-F/A, is not deemed filed with the Commission, and is not incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Form 40-F/A to be signed on its behalf by the undersigned, thereto duly authorized.
Date: October 16, 2026
NERVGEN PHARMA CORP. | |
| |
By: | /s/ Keith Vendola |
Name: | Keith Vendola |
Title: | Chief Financial Officer |
Exhibit 97.1
Nervgen pharma corp.
COMPENSATION RECOVERY POLICY
Adopted as of January 8, 2026
NervGen Pharma Corp. (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1.Overview
This Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Stock Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.
2.Compensation Recovery Requirement
In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.
3.Definitions
a. | “Applicable Recovery Period” means the three completed fiscal years immediately preceding the Restatement Date for a Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year. |
b. | “Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act. |
c. | “Board” means the Board of Directors of the Company. |
d. | “Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board. |
e. | “Covered Person” means any Executive Officer and any other person designated by the Board or the Committee as being subject to this Policy. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of the person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery |
Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation).
f. | “Effective Date” means January 8, 2026. |
g. | “Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in a Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Financial Restatement, shall be based on a reasonable estimate of the effect of the Financial Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned or vested when the Financial Reporting Measure is attained, not when the actual payment, grant or vesting occurs. |
h. | “Exchange” means the Nasdaq Stock Market LLC. |
i. | An “Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation and received Incentive-Based Compensation after beginning service in any such role (regardless of whether such Incentive-Based Compensation was received during or after such person’s service in such role): the president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the Company. Executive officers of parents or subsidiaries of the Company may be deemed executive officers of the Company if they perform such policy making functions for the Company. |
j. | “Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and stock price and total shareholder return. |
2
k. | “Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure and any other equity-based compensation provided by the Company or any of its subsidiaries, including, without limitation, stock options, restricted stock awards, restricted stock units and stock appreciation rights. |
l. | A “Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
m. | “Restatement Date” means, with respect to a Financial Restatement, the earlier to occur of: (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Financial Restatement. |
4.Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party, including outside legal counsel, to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
5.Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
6.Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
a. | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
3
b. | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
c. | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
d. | adjusting or withholding from unpaid compensation or other set-off; |
e. | cancelling or offsetting against planned future grants of equity-based awards; and/or |
f. | any other method permitted by applicable law or contract. |
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
7. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules.
8.Policy Administration
This Policy shall be administered by the Committee; provided, however, that the Board shall have exclusive authority to authorize the Company to prepare a Financial Restatement. In doing so, the Board may rely on a recommendation of the Audit Committee of the Board. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
4
9.Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation or for any losses arising out of or in any way related to Erroneously Awarded Compensation recovered under this Policy.
5
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
NervGen Pharma Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of NervGen Pharma Corp. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Correction of a Misstatement
As discussed in Note 4 to the consolidated financial statements, the 2025 and 2024 financial statements have been restated to correct a misstatement.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
Chartered Professional Accountants
We served as the Company’s auditor from 2022 to 2026.
Vancouver, Canada
October 16, 2026
2
NERVGEN PHARMA CORP.
Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| | December 31, 2025 | | December 31, 2024 | | January 1, 2024 |
| | (Restated – see | | (Restated – see | | (Restated – see |
as at | | Note 4) | | Note 4) | | Note 4) |
Assets |
| |
| | | |
Current assets |
| |
| | | |
Cash and cash equivalents |
| |
| | | |
Receivables (Note 10) |
| |
| | | |
Deferred Share Issuance Costs (Note 17) |
| — |
| | | — |
Prepaids, deposits, and other current assets (Note 9) |
| |
| | | |
Current portion of net investment in lease (Note 12) |
| |
| | | — |
|
| |
| | | |
Non-current assets |
| |
| | | |
Net investment in lease (Note 12) |
| — |
| | | — |
Property and equipment (Note 11, 12) | | — | | — | | |
Intangible assets, net (Note 13) |
| |
| | | |
|
| |
| | | |
|
| |
| | | |
| | | | | | |
Liabilities |
| |
| | | |
Current liabilities |
| |
| | | |
Accounts payable and accrued liabilities (Note 14, 15) |
| |
| | | |
Warrant derivative (Note 16) |
| |
| | | |
Current portion of lease liability (Note 12) |
| |
| | | |
|
| |
| | | |
Non-current liabilities |
| |
| | | |
Lease liability (Note 12) |
| — |
| | | |
|
| — |
| | | |
|
| |
| | | |
| | | | | | |
Shareholders’ Equity |
| |
| | | |
Common shares (Note 17) |
| |
| | | |
Reserves (Note 18) |
| |
| | | |
Deficit |
| ( |
| ( | | ( |
|
| |
| | | |
|
| |
| | | |
Nature of business (Note 1)
Commitments (Note 19)
Subsequent events (Note 22)
Approved by the Board | | | | | | |
| | | | | | |
/s/ Adam Rogers | | Director | /s/ Neil A. Klompas | | Director |
The accompanying notes are an integral part of these consolidated financial statements
3
NERVGEN PHARMA CORP.
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in Canadian dollars)
| | For the Year Ended | | For the Year Ended |
| | December 31, 2025 | | December 31, 2024 |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
Operating expenses | |
| |
|
Research and development (Note 20) | | | | |
General and administrative (Note 20) | | | | |
Total operating expenses | | | | |
| | | | |
Interest income | | ( | | ( |
Unrealized loss on warrant derivative (Note 16) | | | | |
Foreign exchange loss (gain) | | | | ( |
Net loss and comprehensive loss | | ( | | ( |
| | | | |
Basic and diluted net loss per share | | ( | | ( |
| | | | |
Weighted average Common Shares outstanding (Note 17) | | | | |
The accompanying notes are an integral part of these consolidated financial statements
4
NERVGEN PHARMA CORP.
Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| | Year Ended | | Year Ended | ||
| | December 31, 2025 | | December 31, 2024 | ||
| | (Restated – see Note 4) | | (Restated – see Note 4) | ||
Operating Activities | | |
| | |
|
Net loss for the period | | | ( | | | ( |
Items not involving cash: | | | | | | |
Amortization of intangible asset (Note 13) | | | | | | |
Depreciation expense (Note 11, 12) | | | — | | | |
Interest expense on lease liability (Note 12) | | | | | | |
Interest income on net investment in lease (Note 12) | | | ( | | | ( |
Stock-based compensation (Note 15, 18) | | | | | | |
Unrealized foreign exchange | | | ( | | | |
Change in fair value of warrant derivative (Note 16) | | | | | | |
Loss on derecognition of equipment (Note 11) | | | — | | | |
Net investment in sub-sublease (Note 12) | | | — | | | |
Changes in non-cash working capital: | | | | | | |
Receivables (Note 10) | | | | | | ( |
Prepaid expenses (Note 9, 17) | | | | | | ( |
Accounts payable and accrued liabilities (Note 14, 15) | | | ( | | | |
| | | ( | | | ( |
Investing Activities | | | | | | |
Payments received from net investment in lease (Note 12) | | | | | | |
| | | | | | |
Financing Activities | | | | | | |
Repayment of lease liability (Note 12) | | | ( | | | ( |
Gross proceeds from issuance of common shares (Note 16, 17) | | | | | | |
Share issue costs – cash (Note 17) | | | ( | | | ( |
Warrant and option exercises (Note 18) | | | | | | |
| | | | | | |
| | | | | | |
Effect of foreign exchange on cash and cash equivalents | | | | | | ( |
| | | | | | |
Net (decrease) increase in cash and cash equivalents | | | | | | |
Cash and cash equivalents, beginning of period | | | | | | |
Cash and cash equivalents, end of period | | | | | | |
| | | | | | |
Cash paid for interest and taxes | | $ | — | | $ | — |
Non-cash transactions: | | | | | | |
Finder’s/Broker’s warrants | | | — | | | |
Fair value of options allocated to share capital | | | | | | |
Fair value of warrants allocated to share capital | | | | | | |
The accompanying notes are an integral part of these consolidated financial statements
5
NERVGEN PHARMA CORP.
Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars)
(Restated – see Note 4)
| | Common Shares | | | | | | | ||
| | | | Amount | | Reserves | | Deficit | | Total |
| | Number | | (Restated – see Note 4) | | (Restated – see Note 4) | | (Restated – see Note 4) | | (Restated – see Note 4) |
Balance December 31, 2023 (Note 18) | | | | | | | | ( | | |
Common share financings, net (Note 17) | | | | | | | | — | | |
Broker warrants (Note 17) | | — | | ( | | | | — | | — |
Warrant exercise (Note 18) | | | | | | ( | | — | | |
Option exercises (Note 18) | | | | | | ( | | — | | |
Stock-based compensation (Note 18) | | — | | — | | | | — | | |
Loss and comprehensive loss | | — | | — | | — | | ( | | ( |
Balance December 31, 2024 (Note 18) | | | | | | | | ( | | |
Common share financings, net (Note 17) | | | | | | — | | — | | |
Warrant exercises (Note 18) | | | | | | ( | | — | | |
Warrant amendment (Note 16) | | — | | — | | | | — | | |
Option exercises (Note 18) | | | | | | ( | | — | | |
Stock-based compensation (Note 18) | | — | | — | | | | — | | |
Loss and comprehensive loss | | — | | — | | — | | ( | | ( |
Balance December 31, 2025 | | | | | | | | ( | | |
The accompanying notes are an integral part of these consolidated financial statements
6
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
1.Nature of business
NervGen Pharma Corp. (the “Company” or “NervGen”) is a publicly traded biotechnology company incorporated on January 19, 2017, under the Business Corporations Act (British Columbia). The corporate office of the Company is located at 112-970 Burrard Street, Unit 1290, Vancouver, BC, V6Z 2R4, Canada, and the registered office is located at 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC, V6E 4E5, Canada.
Common Shares in the capital of NervGen (the “Common Shares”) trade on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “NGEN”.
The Company has
The Company’s principal business activity is the discovery, development and commercialization of neuroreparative therapeutics for spinal cord injury (“SCI”) and other neurotraumatic and neurologic conditions. NervGen’s initial target indication is SCI.
2.Basis of presentation
a) | Basis of measurement and statement of compliance |
These consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The consolidated financial statements were approved by the Company’s board of directors (the “Board of Directors”) and authorized for issue on October 16, 2026.
b) | Going Concern |
These consolidated financial statements have been prepared in accordance with IFRS accounting principles applicable to a going concern using the historical cost basis.
The Company is in the pre-revenue stage and does not expect to generate revenue in the foreseeable future. Its future operations depend on the success of its ongoing development programs and its ability to secure additional financing. As at December 31, 2025, management had forecasted that the Company’s ability to continue operating for the 12 months following the issuance of the original consolidated financial statements depended on raising additional financing or reducing operating costs, including by delaying planned research and development expenditures and slowing its clinical programs. These conditions indicated a material uncertainty that cast significant doubt on the Company’s ability to continue as a going concern. In May 2026, the Company completed a US$
These consolidated financial statements do not reflect the adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and settle its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such amounts could be material.
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2.Basis of presentation cont’d
c) | Principles of Consolidation |
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries NervGen US Inc. and NervGen Australia Pty Ltd. The subsidiaries are fully consolidated from the date at which control is determined to have occurred and are deconsolidated from the date that the Company no longer controls the entity. Intercompany transactions, balances, and gains and losses on transactions between subsidiaries are eliminated.
d) | Functional and presentation currency |
The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of NervGen and its subsidiaries is the Canadian dollar. Transactions in foreign currencies are translated to the functional currency at the rate on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange as at the reporting date. All differences are taken to profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.
3.Material accounting policies
a) | Cash and cash equivalents |
Cash and cash equivalents consist of cash and guaranteed investment certificates held in banks. Interest from cash and cash equivalents are recorded on an accrual basis.
b) | Research and development costs |
Expenditures on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred.
Research and development expenses include all direct and indirect operating expenses supporting the products in development and clinical trials. The Company outsources a significant portion of its research and development activities to third-party contract service providers. Third-party costs include those related to preclinical research, clinical trial activities and product manufacturing. Clinical trial activities expenses include investigator fees, clinical site costs, contract research organization fees and other related costs. The amount of expense recognized in a period for third-party contract service providers is based on the work performed using the accrual basis of accounting. The Company’s third-party contract service organizations provide information of services performed to allow the Company to determine the appropriate accrual at period end.
c) | Intangible assets |
The Company has acquired certain intellectual property licenses. The Company expenses patent costs, including license fees, annual minimum royalties, and other maintenance costs, until such time as the Company has certainty over the future recoverability of the intellectual property at which time it capitalizes the costs incurred. The Company will capitalize costs directly related to the acquisition of licensed patents. The Company does not hold any intangible asset with an indefinite life.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 8 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3.Material accounting policies cont’d
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization method and amortization period of an intangible asset with a finite life is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in research and development expenses.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date they are available for use.
d) | Government assistance |
Government assistance, including grants and investment tax credits are recorded as a reduction of the related expense or cost of the asset acquired. Government grants are recognized when there is reasonable assurance that the Company has met the requirements of the approved grant program and there is reasonable assurance that the grant will be received. Government assistance, grant funding and investment tax credits related to current expenditures are included in the determination of profit or loss as the expenditures are incurred when there is reasonable assurance they will be realized.
e) | Income taxes |
Current tax and deferred tax are recognized in the Company’s profit or loss, except to the extent that it relates to a business combination or items recognized directly in equity.
Current income taxes are recognized for the estimated taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years. Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the period end date.
Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.
Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax assets can be utilized. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset to the extent that it has been deemed probable that future taxable profit will allow the deferred tax asset to be recovered.
f) | Basic and diluted loss per Common Share |
Basic loss per share is computed by dividing the loss available to Common Shareholders by the weighted average number of Common Shares outstanding during the year. The computation of diluted earnings per share assumes the conversion, exercise or contingent issuance of securities only when such conversion, exercise or issuance would have a dilutive effect on earnings per share. The dilutive effect of convertible securities is reflected in diluted earnings per share by application of the “if converted” method. The dilutive effect of outstanding options and warrants and their equivalents is reflected in diluted earnings per share by application of the “treasury stock method”.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 9 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3.Material accounting policies cont’d
g) | Property and equipment |
Property and equipment are recorded at cost net of accumulated depreciation. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in profit or loss.
Depreciation is recognized using the straight-line method based on an expected life of the assets.
Computer equipment | | |
Network equipment and setup |
| |
Fixtures and fittings |
| |
Right-of-use asset |
| over the term of the lease |
Impairment of long-lived assets:
The Company’s long-lived assets are reviewed for indications of impairment each reporting period. If an indication of impairment exists, the asset’s recoverable amount is estimated.
An impairment loss is recognized when the carrying value of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of cash inflows from other assets or groups of assets. For the purpose of impairment testing, the Company determined it has
h) | Stock-based compensation and retention securities |
The Company has a stock-based compensation plan (the “Plan”) available to officers, directors, employees and consultants with grants under the Plan approved by the Company’s Board of Directors. The number of options available to be granted under the Plan is fixed at an amount approved by shareholders at the Company’s annual general meeting. Under the Plan, the exercise price of each option is determined by the Board of Directors. Vesting is provided for at the discretion of the Board of Directors and the expiration of options is to be no greater than
Retention securities which have been granted outside of the Plan, as an inducement grant, pursuant to Section 6.4 of TSX-V Policy 4.4 – Security Based Compensation (“Policy 4.4”) are also subject to board approval and determination of exercise price and vesting.
The Company uses the fair value-based method of accounting for officers, directors and employee awards granted under the Plan and for the retention securities. The Company calculates the fair value of each grant using the Black-Scholes option pricing model at the grant date. The stock-based compensation cost of the option or retention security is recognized as stock-based compensation expense over the relevant vesting period of the stock option or retention security using an estimate of the number of options or retention securities that will eventually vest.
Stock options awarded to non-employees are accounted for at the fair value of the goods received or expected to be received or the services rendered or expected to be rendered. The fair value is measured at the date the Company obtains the goods or the date the counterparty renders the service. If the fair value of the goods or services cannot be reliably measured, the fair value of the options granted will be used.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 10 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3.Material accounting policies cont’d
i) | Financial instruments |
Financial assets
The Company’s financial assets are comprised of cash and accounts receivable. All financial assets are initially recorded at fair value plus directly attributable transaction costs except for those classified as fair value through profit or loss where transaction costs are expensed. Financial assets are designated upon inception into one of three categories: fair value through profit or loss (“FVTPL”); fair value through other comprehensive income (“FVOCI”); or amortized cost.
Subsequent to initial recognition, the financial assets are measured in accordance with the following:
| ● | FVTPL: Financial instruments or assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss on a financial instrument that is subsequently measured at FVTPL and is not part of a hedging relationship is recognized in profit or loss and presented net in profit or loss in the period in which it arises. The Company has classified its cash and cash equivalents as fair value through profit or loss. |
| ● | Amortized cost: Financial assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Finance income from these financial instruments is recorded in net income (loss) using the effective interest rate method. Deposits and accounts receivable are classified as amortized cost. |
| ● | FVOCI: Financial instruments that are held for collection of contractual cash flows and for selling the financial instruments, where the financial instruments’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in net loss. When the financial instrument is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to net income (loss) except for equity investments classified as FVOCI. The Company currently has |
Impairment of financial assets
An expected credit loss (“ECL”) model applies to financial assets measured at amortized cost and contract assets, but not to investments in equity instruments. The ECL model requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period. In a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. The Company’s financial assets measured at amortized cost are subject to the ECL model.
Financial liabilities
Financial liabilities are initially measured at fair value and are subsequently measured at amortized cost or FVTPL. Our financial liabilities include accounts payable and accrued liabilities and warrant derivative. The classification and measurement of accounts payable and accrued liabilities are at amortized cost. The classification and measurement of warrant derivative is at FVTPL.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 11 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3.Material accounting policies cont’d
j) | Warrants issued in equity financing transactions |
The Company engages in equity financing transactions to obtain the funds necessary to continue operations and to explore and evaluate additional product development opportunities. These equity financing transactions may involve issuance of Common Shares together with warrants. Depending on the terms and conditions of each of the equity financing transactions, the warrants are exercisable into additional Common Shares at a price prior to expiry as stipulated in the transaction. Warrants issued in the Company’s functional currency, are assigned a value based on the residual value, if any, and included in reserves.
Warrants that are issued as payment for agency or finders’ fees or other transaction costs are accounted for as share-based payments.
Warrants issued in foreign currencies are classified as derivative liabilities. Upon exercise, in exchange for a fixed amount of Common Shares, the expected cash receivable is variable due to changes in foreign exchange rates. The Company measures derivative financial liabilities at fair value through profit or loss at initial recognition and in subsequent reporting periods. Fair value gains or losses are recognized in unrealized loss (gain) on warrant derivative on the consolidated statements of loss and comprehensive loss. The fair value of foreign currency share purchase warrants is determined using the quoted market price of the Common Shares on the valuation date, which is a Level 1 input. Transaction costs, which are directly attributable to the offering, are allocated between equity that is classified as equity financing transaction costs and liabilities that are expensed in the period incurred.
k) | Provisions |
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are assessed by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount on provisions is recognized in finance costs. A provision for onerous contracts is recognized when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
l) | New accounting standards and interpretations |
The International Accounting Standards Board (IASB) issued IFRS 18, “Presentation and Disclosure in Financial Statements,” in April 2024. This standard aims to enhance the clarity and consistency of financial statements by requiring entities to present and disclose information in a specific manner. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. As of the date of this report, the Company has not adopted IFRS 18. The Company is currently evaluating the potential impact of this standard on its financial statements and disclosures.
4.Restatement of Prior Period Financial Statements
The audit committee of the Board of Directors of the Company (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, determined that there were valuation errors in the Company’s accounting for stock options and certain outstanding warrant derivative liabilities. Specifically, the error related to the miscalculation of annualized volatility which is an input in the Black-Scholes-Merton valuation model used to value options and warrant derivatives. The error resulted in an overstatement of Research and development expense and General and administrative expense associated with stock-based compensation. Additionally, the error resulted in an overstatement of the warrant derivative liabilities, included within the Consolidated Statements of Financial Position, as well as corresponding errors in unrealized gain and loss on warrant derivative included within the Consolidated Statements of Loss and Comprehensive Loss. These errors do not affect cash flows or cash runway and impacted the period beginning in fiscal year 2020 and continued through December 31, 2025.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 12 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
4.Restatement of Prior Period Financial Statements cont’d
The Audit Committee, based on the recommendation of, and after consultation with, the Company’s management, concluded that the impact of the error was material to previously issued financial statements. As a result, the Company has restated its Consolidated Statements of Financial Position as at December 31, 2025, 2024 and opening balances as of January 1, 2024, and its Consolidated Statements of Loss and Comprehensive Loss, Statements of Cash Flows, and Statements of Changes in Shareholders’ Equity for the years ended 2025 and 2024. The restatement includes adjustments to Stock-based compensation expense, Unrealized loss on warrant derivative, Warrant derivative liability, Common shares, Reserves, and Deficit.
The impact of the correction of the misstatements is summarized below:
Consolidated Statements of Financial Position
as at | | December 31, 2025 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Liabilities | | | | | | |
Current liabilities |
| |
| |
| |
Accounts payable and accrued liabilities (Note 14, 15) |
| |
| — |
| |
Warrant derivative (Note 16) |
| |
| ( |
| |
Current portion of lease liability (Note 12) |
| |
| — |
| |
|
| |
| ( |
| |
Non-current liabilities |
| |
| |
| |
Lease liability (Note 12) |
| — |
| — |
| — |
|
| — |
| — |
| — |
|
| |
| ( |
| |
| | | | | | |
Shareholders’ Equity |
| |
| |
| |
Common shares (Note 17) |
| |
| |
| |
Reserves (Note 18) |
| |
| ( |
| |
Deficit |
| ( |
| |
| ( |
|
| |
| |
| |
|
| |
| — |
| |
as at | | December 31, 2024 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Liabilities | | | | | | |
Current liabilities |
| |
| |
| |
Accounts payable and accrued liabilities (Note 14, 15) |
| |
| — |
| |
Warrant derivative (Note 16) |
| |
| ( |
| |
Current portion of lease liability (Note 12) |
| |
| — |
| |
|
| |
| ( |
| |
Non-current liabilities |
| |
| |
| |
Lease liability (Note 12) |
| |
| — |
| |
|
| |
| — |
| |
|
| |
| ( |
| |
| | | | | | |
Shareholders’ Equity |
| |
| |
| |
Common shares (Note 17) |
| |
| |
| |
Reserves (Note 18) |
| |
| ( |
| |
Deficit |
| ( |
| |
| ( |
|
| |
| |
| |
|
| |
| — |
| |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 13 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
4.Restatement of Prior Period Financial Statements cont’d
as at | | January 1, 2024 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Liabilities | | | | | | |
Current liabilities |
| |
| |
| |
Accounts payable and accrued liabilities (Note 14, 15) |
| |
| — |
| |
Warrant derivative (Note 16) |
| |
| ( |
| |
Current portion of lease liability (Note 12) |
| |
| — |
| |
|
| |
| ( |
| |
Non-current liabilities |
| |
| |
| |
Lease liability (Note 12) |
| |
| — |
| |
|
| |
| — |
| |
|
| |
| ( |
| |
| | | | | | |
Shareholders’ Equity |
| |
| |
| |
Common shares (Note 17) |
| |
| |
| |
Reserves (Note 18) |
| |
| ( |
| |
Deficit |
| ( |
| |
| ( |
|
| ( |
| |
| |
|
| |
| — |
| |
Consolidated Statements of Loss and Comprehensive Loss
for the year ended | | December 31, 2025 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Operating expenses | | | | | | |
Research and development (Note 20) |
| |
| ( |
| |
General and administrative (Note 20) |
| |
| ( |
| |
Total operating expenses |
| |
| ( |
| |
Interest income |
| ( |
| — |
| ( |
Unrealized loss on warrant derivative (Note 16) |
| |
| |
| |
Foreign exchange loss (gain) |
| |
| — |
| |
Net loss and comprehensive loss |
| ( |
| ( |
| ( |
Basic and diluted net loss per share |
| ( |
| — |
| ( |
Weighted average Common Shares outstanding (Note 17) |
| |
| — |
| |
for the year ended | | December 31, 2024 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Operating expenses | | | | | | |
Research and development (Note 20) |
| |
| ( |
| |
General and administrative (Note 20) |
| |
| ( |
| |
Total operating expenses |
| |
| ( |
| |
Interest income |
| ( |
| — |
| ( |
Unrealized loss on warrant derivative (Note 16) |
| |
| |
| |
Foreign exchange loss (gain) |
| ( |
| — |
| ( |
Net loss and comprehensive loss |
| ( |
| |
| ( |
Basic and diluted net loss per share |
| ( |
| |
| ( |
Weighted average Common Shares outstanding (Note 17) |
| |
| — |
| |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 14 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
4.Restatement of Prior Period Financial Statements cont’d
Consolidated Statements of Cash Flows
for the year ended | | December 31, 2025 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Operating Activities | | | | | | |
Net loss for the period |
| ( |
| ( |
| ( |
Stock-based compensation (Note 15, 18) |
| |
| ( |
| |
Change in fair value of warrant derivative (Note 16) |
| |
| |
| |
Other items not involving cash and changes in non-cash working capital |
| |
| — |
| |
Net cash used in operating activities |
| ( |
| — |
| ( |
for the year ended | | December 31, 2024 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Operating Activities | | | | | | |
Net loss for the period |
| ( |
| |
| ( |
Stock-based compensation (Note 15, 18) |
| |
| ( |
| |
Change in fair value of warrant derivative (Note 16) |
| |
| |
| |
Other items not involving cash and changes in non-cash working capital |
| |
| — |
| |
Net cash used in operating activities |
| ( |
| — |
| ( |
Consolidated Statements of Changes in Shareholders’ Equity
for the year ended | | December 31, 2025 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Total Shareholders’ Equity | | | | | | |
Balance December 31, 2024 | | | | | | |
Common share financings, net (Note 17) | | | | | | |
Warrant exercises (Note 18) | | | | — | | |
Warrant amendment (Note 16) | | | | ( | | |
Option exercises (Note 18) | | | | — | | |
Stock-based compensation (Note 18) | | | | ( | | |
Loss and comprehensive loss | | ( | | ( | | ( |
Balance December 31, 2025 | | | | | | |
for the year ended | | December 31, 2024 | ||||
| | As Previously | | Restatement | | |
| | Stated | | Adjustments | | As Restated |
Total Shareholders’ Equity |
| |
| |
| |
Balance December 31, 2023 |
| ( |
| |
| |
Common share financings, net (Note 17) |
| |
| — |
| |
Warrant exercise (Note 18) |
| |
| — |
| |
Option exercises (Note 18) |
| |
| — |
| |
Stock-based compensation (Note 18) |
| |
| ( |
| |
Loss and comprehensive loss |
| ( |
| |
| ( |
Balance December 31, 2024 |
| |
| |
| |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 15 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
5.Use of judgements and estimates
The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are accounted for prospectively.
The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are discussed below:
Intangible assets
The Company estimates the useful lives of intangible assets from the date they are available for use in the manner intended by management and periodically reviews the useful lives to reflect management’s intent about developing and commercializing the assets.
Government assistance
Management considers the reasonableness of whether the Company has met the requirements of the approved government assistance and whether there is reasonable assurance that the amount will be received. Government assistance can be subject to audits so the amounts received may differ from the amounts recorded.
Warrant derivative
The Company estimates fair value of the warrant derivative at initial measurement, at each exercise date and at each reporting period. This estimate requires determining the most appropriate inputs to the valuation model including the expected life, share price volatility, and dividend yield, and making assumptions about them. The assumptions and inputs used for estimating fair value of the warrant derivative are disclosed in Note 16.
Valuation of stock-based compensation, retention securities and warrants
Management measures the costs for stock-based compensation, retention securities and warrants using market-based option valuation techniques. Assumptions are made and estimates are used in applying the valuation techniques. These include estimating the future volatility of the share price, expected dividend yield, expected risk-free interest rate, future employee turnover rates, and expected term. Such estimates and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of stock-based compensation and warrants.
Functional currency
Management considers the determination of the functional currency of the Company a significant judgement. Management has used its judgement to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions and considered various factors including the currency of historical and future expenditures and the currency in which funds from financing activities are generated. A Company’s functional currency is only changed when there is a material change in the underlying transactions, events and conditions.
Going concern
The Company’s assessment of its ability to continue as a going concern requires judgments about whether there are events or conditions that may cast significant doubt about the Company’s ability to continue as a going concern. Management has determined that the use of the going concern basis of accounting is appropriate as disclosed in Note 2(b).
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 16 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
6.Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company has
7.Capital disclosures
The Company defines its capital as share capital, warrants, retention securities and options. The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to grow its businesses.
The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may issue shares or issue debt (secured, unsecured, convertible and/or other types of available debt instruments).
On November 25, 2024 the Company filed a short form base shelf prospectus, which was subsequently amended on December 15, 2025 (the “Base Shelf”) that qualifies for distribution of up to US$
Our Base Shelf provides us with additional flexibility when managing our cash resources as, under certain circumstances, it shortens the time period required to close a financing and is expected to increase the number of potential investors that may be prepared to invest in our company. We expect that our Base Shelf will be effective until December 25, 2026.
On December 19, 2024, the Company filed a prospectus supplement that, together with the Base Shelf, qualifies the distribution of Common Shares, under an at-the-market equity program (the “ATM Program”) that allows the Company to issue and sell Common Shares to the public from time to time through an agent (the “Agent”), at the Company’s discretion and subject to regulatory requirements. All Common Shares issued under the ATM Program are sold in transactions that are deemed to be “at-the-market” distributions as defined in National Instrument 44-102 – Shelf Distributions. All Common Shares sold under the ATM Program are sold through the TSX-V or any other recognized marketplace upon which the Common Shares are listed, quoted or otherwise traded in Canada, at the prevailing market price at the time of sale. As Common Shares distributed under the ATM Program are issued and sold at the prevailing market prices at the time of their sale, prices may vary among purchasers and during the period of distribution.
The ATM Program provides the Company with enhanced flexibility should future additional financing be required, and it can be activated as deemed appropriate. The ATM was activated and the distribution of shares under the ATM Program began on January 10, 2025. The volume and timing of distributions under the ATM Program, are determined in the Company’s sole discretion and in accordance with the terms and conditions of an equity distribution agreement (the “Distribution Agreement”), dated December 19, 2024, between the Company and the Agent. The Company is not obligated to make any sales of Common Shares under the ATM Program and is limited to sell up to CA$
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 17 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
7.Capital disclosures cont’d
Through December 31, 2025, the Company issued and sold
The Company currently intends to use the net proceeds from the ATM Program, to the extent raised, principally for general corporate purposes (including funding ongoing operations and/or working capital requirements), to repay indebtedness outstanding from time to time, to fund research and development, intellectual property development, preclinical and clinical expenses and potential future acquisitions or other corporate purposes. On March 12, 2026 the ATM Program was terminated.
There were no changes to the Company’s capital management policy during the year ended December 31, 2025. The Company is not subject to any externally imposed capital requirements.
8.Financial risk management
(a) | Fair value |
The Company’s financial instruments recognized on the consolidated statements of financial position consist of cash and cash equivalents, receivables, warrant derivative, accounts payable and accrued liabilities. The carrying values of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate their fair values due to their short-term maturity. The warrant derivative is measured at fair value using Level 2 inputs, as described in Note 8.
(b) | Classification of financial instruments |
The Company’s financial instruments, recorded at fair value, require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 18 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8.Financial risk management cont’d
Cash and cash equivalents are measured at fair value using Level 1 as the basis for measurement in the fair value. The recorded amounts for receivables, accounts payable, and accrued liabilities, approximate their fair value due to their short-term nature. In July 2022 and November 2025, the Company issued common share purchase warrants with an exercise price denominated in a currency that differs from our functional currency, which are treated as a derivative measured at fair value with subsequent changes in fair value accounted for through the consolidated statements of loss and comprehensive loss. The warrants issued in July 2022 were subsequently amended in December 2025 to have an exercise price denominated in the Company’s functional currency resulting in a reclassification of the warrant as an equity classified instrument at the fair value determined on the date of the amendment. The November 2025 warrants remain liability classified as of December 31, 2025, and the fair value of the corresponding warrant derivative recognized on the consolidated statements of financial position is based on level 2 inputs (significant observable inputs) as these warrants have not been listed on an exchange and therefore do not trade on an active market. As at December 31, 2025, the fair value of our non-cash warrant derivative was $
The Company has exposure to the following risks from its use of financial instruments: credit, liquidity, currency, interest rate risk, and other price risk. The Company reviews its risk management framework on a quarterly basis and makes adjustments as necessary.
(c) | Credit risk |
Credit risk is the risk of potential loss if a counterparty to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets, including cash and cash equivalents, receivables, deposits, and balances receivable from the government. We limit the exposure to credit risk in our cash and cash equivalents by only holding our cash and cash equivalents with high-credit quality financial institutions in business and/or savings accounts.
(d) | Liquidity risk |
Liquidity risk is the risk that we will not have the resources to meet our obligations as they fall due. We manage this risk by closely monitoring cash forecasts and managing resources to ensure that we will have sufficient liquidity to meet our obligations. All of our financial liabilities are classified as current and the majority, other than the non-cash warrant derivative, are anticipated to mature within the next ninety days. We are exposed to liquidity risk other than for the warrant derivative which is non-cash.
(e) | Market Risk |
a. | Currency risk |
The Company has identified our functional currency as the Canadian dollar. Transactions are transacted in Canadian dollars, U.S. dollars and in Australian dollars. Fluctuations in the U.S. or Australian dollar exchange rate could have a significant impact on the Company’s results. Assuming all other variables remain constant, a
In the near-term, we mitigate overall currency risk through of the use of U.S. dollar denominated cash balances to pay forecasted U.S. denominated expenses when possible. In the long-term, we are exposed to net currency risk from employee costs as well as the purchase of goods and services in the United States and Australia.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 19 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8.Financial risk management cont’d
Balances in U.S. dollars are as follows:
| | December 31, 2025 | | December 31, 2024 |
| | US$ | | US$ |
Cash |
| |
| |
Receivables |
| |
| |
Vendor deposits |
| |
| |
Accounts payable and accrued liabilities |
| ( |
| ( |
|
| |
| ( |
Balances in Australian dollars are as follows:
| | December 31, 2025 | | December 31, 2024 |
| | AU$ | | AU$ |
Cash |
| |
| |
Receivables |
| |
| — |
Accounts payable and accrued liabilities |
| ( |
| ( |
|
| ( |
| ( |
b. | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The warrant derivative that is discussed further in Note 16 is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the consolidated statements of loss and comprehensive loss. An input to the model is the risk-free rate which is reflective of Canadian bond yields. Therefore, the company is exposed to interest rate risk through the non-cash impact it has on the consolidated statements of loss and comprehensive loss.
c.Other price risk
Other price risks include the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than interest rate or currency risk). The warrant derivative that is discussed further in Note 16 is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the consolidated statements of loss and comprehensive loss. An input to the model is the market price of the Company’s shares as of the valuation date.
Therefore, the company is exposed to other price risk through the non-cash impact it has on the consolidated statements of loss and comprehensive loss.
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 20 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
9.Prepaids, deposits, and other current assets
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
Prepaid insurance | | | | |
Prepaid membership fees | | | | |
Prepaid listing fees | | | | |
Prepaid software | | | | |
Licensing fees | | | | |
Prepaid rent and related deposits | | | | |
Phase 1b/2a clinical trial deposit | | | | |
Prepaid manufacturing | | | | — |
Vendor deposits | | | | |
| | | | |
10.Receivables
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
Value added and other taxes receivable | | | | |
Grants receivable | | | | |
| | | | |
11.Property and equipment
The changes in the carrying amounts of the Company’s equipment during the years ended December 31, 2025 and December 31, 2024, were as follows:
| | Equipment |
| | $ |
Balance December 31, 2023 | | |
Depreciation | | ( |
Acquisitions | | — |
Disposals | | ( |
Balance December 31, 2024 | | — |
Depreciation | | — |
Acquisitions | | — |
Disposals | | — |
Balance, December 31, 2025 | | — |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 21 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
12.Net investment in lease and lease liability
The changes in the carrying amounts of the Company’s net investment in lease and lease liabilities during the years ended December 31, 2025 and December 31, 2024, were as follows:
| | | | Net Investment in | | |
| | Right-of-Use Asset | | Lease | | Lease Liability |
| | $ | | $ | | $ |
Balance December 31, 2023 | | | | — | | |
Amortization | | ( | | — | | — |
Sublease | | ( | | | | — |
Lease payments | | — | | ( | | ( |
Lease interest | | — | | | | |
Balance December 31, 2024 | | — | | | | |
Lease payments | | — | | ( | | ( |
Lease interest | | — | | | | |
Balance, December 31, 2025 | | — | | | | |
Current portion | | — | | | | |
Non-current portion | | — | | — | | — |
The Company entered into a sub-sublease pursuant to which the Company agreed to sub-sublease the head office for a term of , commencing on June 1, 2024, and expiring on February 26, 2026 (the remaining term of our sublease). The sub-subtenant will pay base rent plus property taxes and operating expenses, equal to the amount owed by the Company under the sublease. When the right-of-use asset was leased to a third party, the Company assessed the classification of the sublease as to whether it is a finance or operating lease. The sublease was classified as a finance lease and the carrying value of the right-of-use asset was derecognized, a lease receivable was recognized, and the difference was recorded in profit or loss. During the year ended December 31, 2024, the Company derecognized the right-of-use-asset of $
During the year ended December 31, 2025, the Company recorded $
As of December 31, 2025, the Company’s net investment in lease and lease liability are classified as a current asset and current liability, respectively, as the remaining commitments are due within 12 months of December 31, 2025.
13.Intangible asset
In June 2018, the Company entered into an exclusive worldwide licensing agreement to research, develop and commercialize a patented technology, with Case Western Reserve University (“CWRU”) in Cleveland, Ohio with potential to bring new therapies for spinal cord injury and other conditions associated with nerve damage.
The license costs are being amortized on a straight-line basis over the remaining life of the licensed patent which was
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 22 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
13.Intangible asset cont’d
Continuity of the intangible asset is as follows:
| | Total |
Intangible asset – Case Western Reserve license | | $ |
Balance, December 31, 2023 |
| |
Amortization expense |
| ( |
Balance, December 31, 2024 |
| |
Amortization expense |
| ( |
Balance, December 31, 2025 |
| |
Under the exclusive worldwide licensing agreement with CWRU to research, develop and commercialize patented technologies, the Company has commitments to pay various annual license fees, patent costs, milestone payments and royalties on revenues, contingent on the achievement of certain development and regulatory milestones. The future milestone payments that are contingent upon the occurrence of future events or future royalties which may be due upon the regulatory approval of products derived from licensed technologies cannot be reasonably estimated. Annual minimum royalty payments are expensed whereas milestone payments related to the cost of the intangible asset are capitalized, as incurred.
Under the terms of the agreement, the Company is obligated to pay the following:
| ● | An annual minimum royalty of US$ |
| ● | Project milestones payable based on the achievement of future clinical development milestones, estimated to total US$ |
14.Accounts payable and accrued liabilities
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
Employee related costs | | | | |
Legal and professional fees | | | | |
Research and development | | | | |
Other | | | | |
| | | | |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 23 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
15.Key management personnel
Key management personnel, consisting of the Company’s Board of Directors and corporate officers, received the following compensation for the following periods:
| | December 31, 2025 | | December 31, 2024 |
| | $ | | $ |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
Stock-based compensation | | | | |
Salaries and bonuses | | | | |
Consulting | | | | — |
| | | | |
As of December 31, 2025, the Company had amounts owing or accrued to key management personnel of $
On June 30, 2025, Daniel Mikol, MD, Ph.D., resigned from his position as Chief Medical Officer. During the year ended December 31, 2025, Daniel Mikol was paid a salary of $
On July 3, 2025, the Company announced the appointment of Adam Rogers, MD as the Chair of the Company’s Board following the resignation of Glenn Ives. As a result of the resignation of Mr. Ives,
On July 17, 2025, the Company announced that President and Chief Executive Officer (“CEO”) Michael Kelly had stepped down as a director and officer of the Company and Dr. Adam Rogers, Chair of the Board, had been appointed Interim CEO. Adam Rogers was subsequently appointed President and CEO on February 9, 2026. During the year ended December 31, 2025, total compensation of $
Dr. Rogers is a representative of the Company’s largest shareholder PFP Bioscience Holdings (“PFP”) through his role as a Principal and Managing Member of PFP. PFP is considered to have significant influence over the Company by virtue of Dr. Rogers’ role as Chair, President, and CEO, and is therefore considered a related party of the Company.
Additionally, certain directors participated in the November 2025 private placement by acquiring
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 24 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
16.Warrant derivative
On July 13, 2022, pursuant to a non-brokered private placement,
On November 19, 2025, pursuant to a non-brokered private placement,
There is no cash flow impact as a result of the accounting treatment for changes in the fair value of the warrant derivative or when warrants expire unexercised.
A reconciliation of the change in fair value of the warrant derivatives is as follows:
| | Fair Value of July ’22 Warrant | | Fair Value of November ‘25 |
| | Derivative | | Warrant Derivative |
| | $ | | $ |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
Balance, December 31, 2023 | | | | — |
Change in fair value of warrant derivative | | | | — |
Balance, December 31, 2024 | | | | — |
Recognition of warrant derivative | | | | |
Change in fair value of warrant derivative | | | | |
Derecognition of warrant derivative | | ( | | — |
Balance, December 31, 2025 | | — | | |
The estimated fair value of the warrant derivative was determined using the Black-Scholes valuation model using the following assumptions:
| | December 31, 2025 | | December 31, 2024 |
|
| | (Restated – see Note 4) | | (Restated – see Note 4) | |
Risk-free interest rate |
| | % | | % |
Expected warrant life in years |
|
| | ||
Expected stock price volatility |
| | % | | % |
Dividend yield |
| — |
| — | |
Warrants outstanding |
| |
| | |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 25 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
17.Share capital
Authorized
Unlimited Common Shares.
Equity Issuances
Fiscal 2025
During the year ended December 31, 2025,
The Company also issued and sold
The Company closed a non-brokered private placement of
Fiscal 2024
During the year ended December 31, 2024,
On March 28, 2024, the Company closed a bought deal financing of
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 26 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
17.Share capital cont’d
Calculation of loss per share
Loss per Common Share is calculated using the weighted average number of Common Shares outstanding.
For the year ended December 31, 2025 and 2024 the calculation was as follows:
| | 2025 | | 2024 |
Common Shares issued and outstanding, beginning of period |
| |
| |
Shares issued |
| |
| |
Common Shares issued and outstanding, end of period |
| |
| |
Weighted average shares outstanding - basic and diluted, end of period |
| |
| |
18.Stock options, retention securities and warrants
Stock Options:
Stock option transactions for the years ended December 31, 2025 and 2024 are set forth below:
| | Number of shares | | Weighted average |
| | issuable under | | exercise price |
| | options | | $ |
Balance outstanding at December 31, 2023 |
| | | |
Granted |
| | | |
Exercised |
| ( | | |
Forfeited/Expired |
| ( | | |
Balance outstanding at December 31, 2024 |
| | | |
Granted |
| | | |
Exercised |
| ( | | |
Forfeited/Expired |
| ( | | |
Balance outstanding at December 31, 2025 |
| | |
The following table summarizes information about stock options outstanding at December 31, 2025:
| | | | Weighted | | | | | | Weighted | | |
| | | | average | | | | | | average | | |
| | Number of | | remaining | | Weighted | | Number of | | remaining | | Weighted |
| | Options | | contractual | | average exercise | | Options | | contractual | | average exercise |
Exercise Price ($) | | Outstanding | | life (Years) | | Price ($) | | Exercisable | | life (Years) | | Price ($) |
| |
|
| |
| |
|
| | |||
| |
|
| |
| |
|
| | |||
| |
|
| |
| |
|
| | |||
| |
|
| |
| |
|
| | |||
| |
|
| |
| |
|
| | |||
| |
|
| |
| |
|
| | |||
|
| |
|
| |
| |
|
| |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 27 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
18.Stock options, retention securities and warrants cont’d
The fair value of options granted is calculated on the grant date using the Black-Scholes option pricing model using the following assumptions:
| | December 31, 2025 | | December 31, 2024 |
|
| | (Restated – see Note 4) | | (Restated – see Note 4) | |
Risk-free interest rate |
| % | % | ||
Expected term in years |
|
| | ||
Expected stock price volatility |
| % | % | ||
Dividend yield |
| — |
| — | |
Retention Securities:
The Company has granted
The retention securities were granted outside of the Company’s stock option plan, as an inducement grant to the former President and Chief Executive Officer of the Company pursuant to Section 6.4 of TSX-V Policy 4.4.
Warrants:
Warrant transactions for the years ended December 31, 2025 and 2024 are set forth below:
| | Number of shares | | Weighted average | | Weighted average |
| | issuable under | | exercise price | | exercise price |
| | warrants | | US$ | | $ |
Balance outstanding at December 31, 2023 |
| |
| | | |
Granted |
| |
| | | |
Exercised |
| ( |
| | | |
Balance outstanding at December 31, 2024 |
| |
| | | |
Granted |
| |
| | | |
Exercised |
| ( |
| | | |
Balance outstanding at December 31, 2025 |
| |
| | |
The following table summarizes information about warrants outstanding at December 31, 2025:
Exercise Price ($) | | Number of Warrants Outstanding | | Grant Date | | Expiry Date |
| | | July 13, 2022 | | July 13, 2027 | |
| | | March 28, 2024 | | March 28, 2027 | |
| | | March 28, 2024 | | March 28, 2026 | |
| | | November 19, 2025 | | November 19, 2028 | |
|
| | | | | |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 28 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
19.Commitments
In the normal course of business, the Company enters into contracts for the procurement of research and related services. These contracts are typically cancellable by the Company with notice.
In June 2023, the Company was awarded a grant of up to US$
20.Nature of expenses
| | 2025 | | 2024 |
| | $ | | $ |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
Research and Development Expenses | |
| |
|
Amortization of intangible asset | | | | |
Preclinical development | | | | |
Chemistry, manufacturing and controls | | | | |
Licensing and patent legal fees | | | | |
Clinical and regulatory | | | | |
Salaries and benefits | | | | |
Stock-based compensation | | | | |
Other research and development | | | | |
| | | | |
| | 2025 | | 2024 |
| | $ | | $ |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
General and Administration Expenses | |
| |
|
Depreciation expense | | — | | |
Legal, professional and finance | | | | |
Investor and public relations | | | | |
Salaries and benefits | | | | |
Stock-based compensation | | | | |
Other general and administrative | | | | |
| | | | |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 29 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
21.Income taxes
a) | Provision for Income Tax |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| | 2025 | | 2024 | ||
| | $ | | $ | ||
| | (Restated – see Note 4) | | (Restated – see Note 4) | ||
Loss for the year | | | ( | | | ( |
Expected income tax (recovery) | | | ( | | | ( |
Change in statutory tax, foreign tax, foreign exchange rates | | | | | | ( |
Permanent differences | | | | | | |
Share issue costs and financing fee | | | ( | | | ( |
Change in statutory tax rate | | | ( | | | |
Change in unrecognized deductible temporary differences | | | | | | |
Total income tax expense (recovery) | | | | | | |
| | | | | | |
Current income tax | | $ | — | | $ | — |
Deferred tax recovery | | $ | — | | $ | — |
b) | Deferred income tax |
| | 2025 | | 2024 |
| | $ | | $ |
| | (Restated – see Note 4) | | (Restated – see Note 4) |
Equipment and license | | | | |
R&D under Section 174 | | | | |
US R&D tax credit | | | | — |
Share issue costs and financing fee | | | | |
Foreign exchange | | ( | | ( |
Unpaid accrued bonus and vacation | | | | — |
Scientific research and experimental development expenditures | | | | |
Non-capital losses available for future periods | | | | |
| | | | |
Unrecognized deferred tax asset | | ( | | ( |
Net deferred tax assets | | | | |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 30 |
NERVGEN PHARMA CORP.
Notes to the consolidated financial statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
21.Income taxes cont’d
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included in the consolidated statements of financial position are as follows:
| | 2025 | | Expiry | | 2024 | | Expiry |
| | $ | | | | $ | | |
Equipment and license | | | | None | | | | None |
R&D under Section 174 | | | | None | | | | None |
US R&D tax credit | | | | 2044-2045 | | — | | None |
Share issue costs and financing fee | | | | 2046-2049 | | | | 2045-2048 |
SRED pool | | | | None | | | | None |
Federal SRED ITC | | | | 2039-2045 | | | | 2039-2044 |
BC SRED ITC | | | | 2029-2035 | | | | 2029-2034 |
Non-capital losses available for future periods | | | | See below | | | | See below |
Canada | | | | 2036-2045 | | | | 2036-2044 |
USA | | | | None | | | | None |
Australia | | | | None | | | | None |
22.Subsequent events
Subsequent to December 31, 2025, the Company:
| (a) | Received cash proceeds of $ |
| (b) | Received cash proceeds of $ |
| (c) | Entered into an employment agreement with Dr. Adam Rogers, under which he was appointed President and Chief Executive Officer of both NervGen US Inc. and NervGen Pharma Corp., with terms including a US$ |
| (d) | Announced that its Common Shares will be voluntarily delisted from the TSX-V effective March 16, 2026. Concurrently, the Company’s ATM Program was terminated on March 12, 2026. Through March 12, 2026, we issued and sold |
| (e) | Entered into an employment agreement with Dr. Keith Vendola on April 27, 2026, under which he was appointed Chief Financial Officer of the Company with terms including a US$ |
| (f) | Closed a public offering of |
| (g) | Filed a prospectus supplement on July 2, 2026 that, together with the Base Shelf, qualified the distribution of up to US$ |
NERVGEN PHARMA CORP. 2025 ANNUAL FINANCIAL STATEMENTS | 31 |
Exhibit 99.3
Amended and Restated Management’s Discussion and Analysis of
NERVGEN PHARMA CORP.
(Expressed in Canadian Dollars)
For the years ended December 31, 2025 and 2024
Effective Date: October 16, 2026
MANAGEMENT’S DISCUSSION AND ANALYSIS
The following discussion is management’s assessment and analysis of the results of operations and financial conditions of NervGen Pharma Corp. (the “Company” or “NervGen”) and should be read in conjunction with the accompanying consolidated financial statements and related notes thereto for the year ended December 31, 2025. This amended and restated MD&A reflects the restatement of the Company’s previously issued consolidated financial statements for the years ended December 31, 2025 and 2024 and supersedes the MD&A previously filed for the year ended December 31, 2025. See “Restatement of Previously Issued Financial Statements” below.
All financial information in this Management’s Discussion and Analysis (“MD&A”) has been prepared in accordance with IFRS accounting standards, and all dollar amounts are expressed in Canadian dollars unless otherwise indicated.
FORWARD-LOOKING STATEMENTS
This MD&A contains “forward looking statements” within the meaning of U.S. securities laws and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, the “forward-looking statements”). Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing and other information that is not historical information. These statements appear in a number of different places in this MD&A and can often be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, “will”, “could”, “may”, or their negatives or other comparable words. Such forward-looking statements are necessarily based on estimates and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.
Forward-looking statements in this MD&A, include, but are not limited to, statements relating to:
| ● | our expectations regarding the sufficiency of our capital resources and requirements for additional capital; |
| ● | requirements for, and the ability to obtain, future funding on favourable terms or at all, and the intended use of proceeds from financings; |
| ● | business strategy; |
| ● | expected future loss and accumulated deficit levels; |
| ● | projected financial position and estimated cash expenditure rate; |
| ● | expectations about the timing of achieving milestones and the cost of our development programs; |
| ● | estimates of the size and characteristics of the potential markets for our product candidates; |
| ● | observations and expectations regarding the effectiveness and durability of drug candidates, NVG-291 and NVG-300, and the potential benefits to patients; |
| ● | our ability to successfully develop NVG-291 and NVG-300; |
| ● | the term of NVG-291’s and NVG-300’s intellectual property protection; |
| ● | plans to use and evaluate NVG-291 and other potential drug candidates in our clinical development programs; |
| ● | plans to develop additional proprietary compounds that address nervous system repair; |
| ● | expectations and intended benefits of memorandums of understanding and agreements entered into with third parties; |
| ● | expectations about the timing with respect to commencement and completion of clinical trials; |
| ● | expectations about the timing and future plans with respect to preclinical and clinical studies; |
| ● | expectations regarding the objectives, endpoints and evaluation criteria of our ongoing clinical trials; |
| ● | expectations relating to the removal of the partial clinical trial hold initiated by the U.S. Food and Drug Administration (“FDA”); |
| ● | expectations regarding interactions with the FDA regarding future clinical development of our product candidates, including potential accelerated approval; |
| ● | expected results of toxicology studies with respect to NVG-291 and other potential drug candidates; |
| ● | expectations about our product candidates’ safety and efficacy; |
| ● | our ability to identify and secure sources of non-dilutive funding for the development of our product candidates and technologies; |
| ● | expectations regarding our ability to arrange for the manufacturing of our product candidates and technologies; |
| ● | expectations regarding the cost, progress and successful and timely completion of the various stages of the regulatory approval process; |
| ● | expectations about the potential benefits of Fast Track designation for NVG-291 in the treatment of spinal cord injury (“SCI”); |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 1 |
| ● | ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies; |
| ● | strategy to acquire and develop new product candidates and technologies and to enhance the safety and efficacy of existing products and technologies; |
| ● | plans to market, sell and distribute our products and technologies, if approved; |
| ● | expectations regarding the acceptance of our products and technologies by the market, if approved; |
| ● | expectations regarding the commercial opportunities of our compounds; |
| ● | expectations regarding the use of our products and technologies in treating diseases and medical disorders; |
| ● | ability to retain and access appropriate staff, management, and expert advisers; |
| ● | expectations with respect to existing and future contractual obligations, corporate alliances, and licensing transactions with third parties, and the receipt and timing of any payments to be made by the Company or to the Company in respect of such arrangements; and |
| ● | strategy and ability with respect to the protection of our intellectual property; |
Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this MD&A, we have made various material assumptions, including but not limited to:
| ● | our ability to obtain financing on acceptable terms; |
| ● | additional sources of funding, including grants and funding from partners; |
| ● | our ability to attract and retain skilled staff; |
| ● | favourable general business and economic conditions; |
| ● | pandemics not having a material impact on our operations; |
| ● | our future research and development plans proceeding substantially as currently envisioned; |
| ● | our ability to obtain positive results from our research and development activities, including clinical trials; |
| ● | future expenditures to be incurred by us; |
| ● | research and development and operating costs; |
| ● | our ability to find partners in the pharmaceutical industry; |
| ● | the products and technology offered by our competitors; |
| ● | the impact of competition on our operations; |
| ● | our ability to identify additional product candidates; |
| ● | our ability to obtain regulatory and other approvals to commence additional clinical trials involving current and future product candidates; |
| ● | our ability to successfully out-license or sell our future products, if any, and in-license and develop new products; |
| ● | our ability to protect patents and proprietary rights; and |
| ● | expected research and development tax credits. |
In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined herein under the headings “Credit risk”, “Liquidity risk”, “Foreign currency risk”, “Market risk” and “Other risk”, and under the heading “Risk Factors” in our most recently filed Annual Information Form (the “AIF”), our amended and restated short form base shelf prospectus dated December 15, 2025 available under our profile on SEDAR+ at www.sedarplus.ca, and incorporated by reference in our Form F-10 filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2025 and declared effective on January 7, 2026 and included in our Annual Report on Form 40-F available under our profile on SEC.gov. Certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties related to the fact that:
| ● | we have a limited operating history, are early in our development efforts, and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability; |
| ● | since our inception, we have incurred significant net losses and expect to continue to incur significant net losses for the foreseeable future and we may never achieve or maintain profitability; |
| ● | we will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and development programs or future commercialization efforts; |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 2 |
| ● | positive results from early preclinical studies and clinical trials of our current or future product candidates are not necessarily predictive of the results of later preclinical studies and clinical trials of our current or future product candidates. If we cannot replicate the positive results from our preclinical studies or early clinical trials of our current or future product candidates, we may be unable to successfully raise sufficient financing to develop, obtain regulatory approval for and commercialize our current or future product candidates; |
| ● | we have a history of negative operating cash flow and may continue to experience negative operating cash flow; |
| ● | raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish rights to our technologies or product candidates; |
| ● | our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited; |
| ● | we are substantially dependent on the success of our lead product candidate, NVG-291, which is currently in a Phase 1b/2a clinical trial for SCI (CONNECT SCI Study). If we are unable to complete development of, obtain approval for and commercialize NVG-291 for SCI in a timely manner, our business will be harmed; |
| ● | there are currently no FDA-approved products for the treatment of SCI; |
| ● | the regulatory approval processes of the FDA, EMA, Health Canada and other comparable foreign regulatory authorities are lengthy, time consuming and inherently unpredictable. If we are ultimately unable to obtain regulatory approval for our product candidates, we will be unable to commercialize our product candidates and generate product revenue and our business will be substantially harmed; |
| ● | preclinical studies and clinical trials are expensive, time-consuming, difficult to design and implement and involve an uncertain outcome. Further, we may encounter substantial delays in completing the development of our product candidates; |
| ● | our current or future product candidates may cause significant adverse events, toxicities or other undesirable side effects when used alone or in combination with other approved products or investigational new drugs that may result in a safety profile that could delay or prevent regulatory approval, prevent market acceptance, limit their commercial potential or result in significant negative consequences. NVG-291 for SCI is currently subject to a partial clinical hold by the FDA, and we may be unable to have the hold removed which could adversely affect development of NVG-291 and our results of operations; |
| ● | the outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and the results of our clinical trials may not satisfy the requirements of the FDA, EMA, Health Canada or other comparable foreign regulatory authorities; |
| ● | interim, “top-line”, and preliminary data from our clinical trials that we announce or publish from time to time may change as more participant data becomes available and are subject to audit and verification procedures that could result in material changes in the final data; |
| ● | if we fail to develop and commercialize NVG-291 for additional indications or fail to discover, develop and commercialize other product candidates, we may be unable to grow our business and our ability to achieve our strategic objectives would be impaired; |
| ● | we may expend our limited resources to pursue a particular product or indication and fail to capitalize on products or indications that may be more profitable or for which there is a greater likelihood of success; |
| ● | changes in methods of product candidate manufacturing or formulation may result in additional costs or delay; |
| ● | if we are unable to successfully develop companion diagnostics or biomarkers that may be required for our therapeutic product candidates, or experience significant delays in doing so, we may not achieve marketing approval or realize the full commercial potential of our therapeutic product candidates; |
| ● | if we experience delays or difficulties in the enrollment and/or retention of participants in clinical trials, our clinical development activities could be delayed or otherwise adversely affected; |
| ● | as an organization, we have never conducted later-stage clinical trials or submitted a new drug application, and may be unable to do so for any of our product candidates; |
| ● | we face significant competition, and if our competitors develop and market technologies or products more rapidly than we do or that are more effective, safer, or less expensive than the product candidates we develop, our commercial opportunities will be negatively impacted; |
| ● | Fast Track or Breakthrough Therapy designation by the FDA may not actually lead to a faster development or regulatory review or approval process, and does not assure FDA approval of our product candidates; |
| ● | we may seek orphan drug designation for the product candidates we develop, and we may be unsuccessful or may be unable to maintain the benefits associated with orphan drug designation, including the potential for market exclusivity; |
| ● | even if approved, our product candidates may not achieve adequate market acceptance among physicians, patients, healthcare payors and others in the medical community necessary for commercial success; |
| ● | if the market opportunity for any product candidate that we develop is smaller than we believe, our revenue may be adversely affected and our business may suffer; |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 3 |
| ● | if we are unable to establish sales, marketing and distribution capabilities or enter into agreements with third parties to sell or market our product candidates, we may not be successful in commercializing our product candidates that obtain regulatory approval; |
| ● | our use of third parties to manufacture our product candidates may increase the risk that we will not have sufficient quantities of our product candidates, products, or necessary quantities of such materials on time or at an acceptable cost; |
| ● | we rely on third parties to assist in conducting our clinical trials. If they do not perform satisfactorily, we may not be able to obtain regulatory approval or commercialize our product candidates, or such approval or commercialization may be delayed, and our business could be substantially harmed; |
| ● | we may seek to establish collaborations and, if we are not able to establish them on commercially reasonable terms, we may have to alter our development and commercialization plans; |
| ● | if we enter into collaborations with third parties for the development and commercialization of our product candidates, our prospects with respect to those product candidates will depend in significant part on the success of those collaborations; |
| ● | we may be subject to claims that we or our employees, independent contractors, or consultants have wrongfully used or disclosed alleged confidential information or trade secrets; |
| ● | even if our product candidates receive regulatory approval, they will be subject to significant post marketing regulatory requirements and oversight; |
| ● | obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions; |
| ● | any product candidates we develop may become subject to unfavorable third-party coverage and reimbursement practices, as well as pricing regulations; |
| ● | we may face difficulties from changes to current regulations and future legislation. Healthcare legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations; |
| ● | our relationships with healthcare professionals, clinical investigators, clinical research organizations (“CROs”), and third party payors in connection with our current and future business activities may be subject to federal and state healthcare fraud and abuse laws, false claims laws, transparency laws, government price reporting, and health information privacy and security laws, which could expose us to, among other things, criminal sanctions, civil penalties, contractual damages, exclusion from governmental healthcare programs, reputational harm, administrative burdens and diminished profits and future earnings; |
| ● | failure to comply with laws, rules, regulations, policies, industry standards and contractual obligations relating to privacy, data protection and data security could adversely affect our business; |
| ● | if we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business; |
| ● | disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business; |
| ● | we are subject to certain U.S. and non-U.S. anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. We can face serious consequences for violations; |
| ● | if we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our future licensors, we could lose license rights that are important to our business; |
| ● | our success depends on our ability to protect our intellectual property and our proprietary technologies; |
| ● | if the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected; |
| ● | intellectual property rights do not necessarily address all potential threats to our competitive advantage; |
| ● | patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time; |
| ● | others may challenge inventorship or claim an ownership interest in our intellectual property which could expose it to litigation and have a significant adverse effect on its prospects; |
| ● | if we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could prevent or delay us from developing or commercializing our product candidates; |
| ● | we may be involved in lawsuits to protect or enforce our patents or our future licensors’ patents, which could be expensive, time consuming, and unsuccessful. Further, our issued patents or our future licensors’ patents could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad; |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 4 |
| ● | we may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our products and product candidates; |
| ● | changes in U.S. patent law, or laws in other countries, or their interpretation could diminish the value of patents in general, thereby impairing our ability to protect our product candidates; |
| ● | we may not be able to protect or enforce our intellectual property rights throughout the world; |
| ● | if our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected; |
| ● | if we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, harming our business and competitive position; |
| ● | our rights to develop and commercialize our technology and product candidates may be subject, in part, to the terms and conditions of any future licenses granted to us by others; |
| ● | the patent protection and patent prosecution for some of our product candidates may be dependent on third parties; |
| ● | we depend heavily on our executive officers, principal consultants and others, and the loss of their services would materially harm our business; |
| ● | we only have a limited number of employees to manage and operate our business; |
| ● | our future growth may depend, in part, on our ability to operate internationally, where we would be subject to additional regulatory burdens and other risks and uncertainties; |
| ● | we expect to expand our organization, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations; |
| ● | the market price of our common shares (the “Common Shares”) may be volatile, and you could lose all or part of your investment; |
| ● | sales of a substantial number of shares of our Common Shares in the public market could cause our share price to fall; |
| ● | we identified a material weakness in our internal control over financial reporting, which resulted in the restatement of certain previously issued financial statements. If remediation of this material weakness is not effective, or if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or operating results, which may adversely affect investor confidence in our company and, as a result, the value of our Common Shares; |
| ● | the restatement of certain previously issued financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries. |
| ● | we do not know whether a market for our Common Shares will develop to provide you with adequate liquidity; |
| ● | we do not intend to pay dividends on our Common Shares in the foreseeable future, so any returns will be limited to the value of our Common Shares; |
| ● | if securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our Common Shares, the trading price or trading volume of our Common Shares could decline; |
| ● | we have broad discretion in the use of the net proceeds from any offering and may not use them effectively; |
| ● | investing in our securities is speculative, and investors could lose their entire investment; |
| ● | our constating documents permit us to issue an unlimited number of Common Shares without additional shareholder approval which could result in dilution; |
| ● | the exercise of stock options and warrants could cause dilution; |
| ● | it is possible that our status with regards to whether we are a “passive foreign investment company” may change, which could have adverse U.S. federal income tax consequences for U.S. shareholders; |
| ● | it may be difficult for non-Canadian investors to obtain and enforce judgments against us because of our Canadian incorporation and presence; |
| ● | we are subject to the informational requirements of the Exchange Act; however, as a foreign private issuer, we are subject to different U.S. securities laws and requirements than a domestic U.S. issuer, which reduces the information we are required to provide to our U.S. shareholders; |
| ● | we expect to lose our foreign private issuer status in 2027, which will likely result in significant additional costs and expenses. |
| ● | we have devoted, and will continue to devote significant resources to regulatory compliance as a public entity. These resource requirements will increase now that our Common Shares are listed on the Nasdaq Stock Market LLC; |
| ● | our business entails a significant risk of product liability and if we are unable to obtain sufficient insurance coverage such inability could have an adverse effect on our business and financial condition; |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 5 |
| ● | cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, contract research organizations, CROs, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business operations; and |
| ● | we may be subject to securities litigation, which is expensive and could divert management attention. |
If one or more of these risks or uncertainties or a risk that is not currently known to us materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from those expressed or implied by forward-looking statements. The forward-looking statements represent our views as of the date of this MD&A. While we may elect to update these forward-looking statements in the future, we have no current intention to do so except as to the extent required by applicable securities law. Investors are cautioned that forward-looking statements are not guarantees of future performance and are inherently uncertain. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf.
COMPANY OVERVIEW
NervGen Pharma Corp. was incorporated on January 19, 2017. The Company’s corporate office is 112-970 Burrard Street, Unit 1290, Vancouver, BC, V6Z 2R4, Canada.
NervGen is a publicly traded (NASDAQ: NGEN), clinical-stage biopharmaceutical company developing first-in-class neuroreparative therapeutics for SCI and other traumatic and neurologic disorders. We announced topline results from our Phase 1b/2a clinical trial (the “CONNECT SCI Study”) for our lead drug candidate, NVG-291. The Company’s Phase 1b/2a CONNECT SCI Study in individuals with subacute (20-90 days post injury) SCI is ongoing, alongside preparation for a Phase 3 clinical trial in chronic SCI. We hold the exclusive worldwide rights to both NVG-291 and NVG-300. NVG-291’s technology is licensed from Case Western Reserve University (“CWRU”) and is based on academic studies demonstrating the preclinical efficacy of NVG-291-R, the rodent variant of NVG-291, in animal models of spinal cord injury. These studies implicated multiple potential molecular and cellular mechanisms by which NVG-291-R promotes neurorepair and functional improvement in both central and peripheral nervous system injury models. The reported effects of NVG-291-R, based on publications from multiple independent academic investigators, include the promotion of neuronal sprouting, or plasticity, remyelination, and promotion of a non-inflammatory phenotype in the microglial cells, and functional improvement.
The planned timing of clinical trials in other indications is continuously being evaluated by management. We believe SCI represents a significant commercial opportunity due to the unmet medical need, dramatic impact on quality of life, high-cost burden to the individual and healthcare system, and current absence of pharmacologic therapies in the market shown to promote neurorepair or enhance clinical improvement.
We also seek to identify new, innovative compounds. In April 2025, we announced initial, promising preclinical results of our discovery candidate, NVG-300, in models of ischemic stroke and SCI. We believe these indications represent significant commercial opportunities due to the lack of approved pharmacologic therapies that promote functional recovery in these diseases.
These objectives replace and supersede those described in the “Description and General Development of the Business of the Company” section of our amended and restated short form base shelf prospectus dated December 15, 2025 (the “Base Shelf”). All clinical development plans are subject to additional funding (see “Liquidity and Capital Resources” below).
ACHIEVEMENTS & HIGHLIGHTS
The following are the achievements and highlights for the year ended December 31, 2025, through to the date hereof:
| ● | On January 2, 2025, we announced the completion of enrollment in the chronic cohort of our CONNECT SCI Study of NVG-291 in individuals with SCI with topline data expected in Q2 2025. The Company also received IRB approval for an amendment to its Phase 1b/2a clinical trial and initiated screening of subjects for the subacute cohort. |
| ● | On February 6, 2025, we announced that the first subject was enrolled and dosed in the subacute cohort of our CONNECT SCI Study of NVG-291 in individuals with SCI. We also announced that the Company received IRB approval for an amendment focused on the subacute cohort of the CONNECT SCI Study. Key changes to the protocol were implemented to facilitate enrollment, for example, revising the timing of subacute SCI to 20 to 90 days post-injury, and to decrease the burden on study participants by reducing the number of visits and assessments. |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 6 |
| ● | On March 31, 2025, we announced the initiation of an expanded access policy (“EAP”) to allow treatment use of the investigational product NVG-291 for those individuals with SCI who have participated in NervGen clinical trials and meet specific eligibility criteria. We received a request from a physician for expanded access to NVG-291 for a subject who participated in the chronic cohort of the CONNECT SCI Study. After we submitted an expanded access protocol for NVG-291 to the FDA, the FDA informed us that the study could proceed. |
| ● | We held our Annual general meeting on May 6, 2025. All resolutions submitted for approval were passed by shareholders including the election of directors, appointment of auditors, and certain amendments to our existing stock option plan including an increase in the number of shares reserved for issuance. |
| ● | On June 2, 2025, we announced positive topline results from the CONNECT SCI Study evaluating our lead drug candidate, NVG-291, as a potential treatment for spinal cord injury. NVG-291 met its primary endpoint, demonstrating significant improvements in electrophysiological connectivity, along with strong, consistent trends across functional assessments. |
| ● | On June 18, 2025, we announced the appointment of Randall Kaye, MD, to the role of Chief Medical Advisor. Dr. Kaye, a current member of NervGen’s Board of Directors and Chair of the Science Committee since 2020, brings over 30 years of highly relevant and extensive experience in central nervous system (“CNS”) therapeutic development, regulatory strategy, and medical affairs to the NervGen team. |
| ● | On July 1, 2025, we announced that Daniel Mikol, MD, Ph.D., had resigned from his position as Chief Medical Officer to pursue new opportunities. It was announced that Randall Kaye, MD, who had recently been appointed Chief Medical Advisor, would increase the scope of his role as the company initiates a search for Dr. Mikol’s replacement. |
| ● | In July 2025, we announced the appointment of Adam Rogers, MD as the Chair of the Company’s Board and Interim CEO, replacing Glenn Ives as Chair of the Board and Mike Kelly as President and CEO. Dr. Rogers is a biotech executive and representative of NervGen’s largest shareholder, PFP Bioscience Holdings (“PFP”) through his role as a Principal and Managing Member of PFP. |
| ● | On August 21, 2025, we reported positive preclinical results from two U.S. Department of Defense sponsored studies, where NVG-291-R demonstrated significant functional recovery in models of traumatic hearing loss and peripheral nerve injury. |
| ● | On November 19, 2025, we completed a non-brokered private placement of 4,785,674 units of the Company at a price of US$2.10 per Unit for aggregate gross proceeds of US$10,049,915. Each Unit consisted of one Common Share and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). The Warrants are valid for 36 months and each Warrant is exercisable into one Common Share at an exercise price of US$2.65. |
| ● | On November 24, 2025, we announced expanded clinical findings from the CONNECT SCI Study. Participants receiving NVG-291 demonstrated functional improvements that were durable and continued to increase four weeks after the end of treatment (measured at Week 16 using the GRASSP Test). Improvements following the conclusion of the study period were measured by blinded, institutional review board (IRB) approved qualitative exit interviews. NVG-291 treatment also demonstrated statistically significant reductions in reticulospinal tract hyperactivity which, together with previously reported statistically significant improvements corticospinal connectivity, provide the biological basis to support NVG-291’s observed clinical efficacy. Additionally, we provided an update on recently completed and upcoming interactions with the FDA regarding our clinical development plans and potential regulatory pathways to support approval. |
| ● | On December 12, 2025, we announced that the Company intends to amend 5,075,000 common share purchase warrants (the “2022 Warrants”) that were issued pursuant to a private placement of units that closed on July 13, 2022. The proposed amendment solely changes the denomination of the exercise price of the 2022 Warrants from US$1.75 to the Canadian equivalent of C$2.44 to align with the Company’s functional currency and simplify the accounting treatment thereof. All other terms and conditions of the 2022 Warrants remain unchanged. The amendments to the 2022 Warrants were implemented effective December 12, 2025. |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 7 |
| ● | On December 15, 2025, we announced that we filed the Base Shelf on SEDAR+. |
| ● | On December 17, 2025, we announced that we filed a registration statement on Form F-10 with the SEC, including the Base Shelf, in accordance with the Multijurisdictional Disclosure System established between Canada and the United States, which the SEC declared effective on January 7, 2026 (the “Registration Statement”). |
| ● | On January 8, 2026, we announced that the Company’s Common Shares had been approved for listing on Nasdaq and began trading on the exchange under the symbol “NGEN.” |
| ● | On February 9, 2026, we announced the appointment of Adam Rogers, MD, as President and Chief Executive Officer (“CEO”). Adam Rogers was previously serving as the Company’s interim CEO and remains the Chairman of the Company’s Board of Directors. |
| ● | On February 12, 2026, we announced the retirement of Bill Adams, Chief Financial Officer, effective March 15, 2026. On February 13, 2026, we announced Adam Rogers will serve as the Company’s interim Chief Financial Officer and the Company’s Principal Financial and Accounting Officer, beginning on March 15, 2026. |
| ● | On March 12, 2026, we announced that we have voluntarily delisted our Common Shares from the TSXV effective March 16, 2026. Concurrently we terminated our ATM Program effective March 12, 2026. |
| ● | On April 7, 2026, we announced the completion of a successful End-of-Phase 2 (EOP2) meeting with the U.S. Food and Drug Administration (FDA) reaching alignment on RESTORE, our Phase 3 registrational study designed to evaluate NVG-291 for the treatment of chronic tetraplegia. Additionally, we announced our decision to conclude enrollment in our Phase 1b/2a CONNECT SCI study in subacute tetraplegia and unblind available data. |
| ● | On April 27, 2026, we announced the appointment of Keith Vendola, MD, MBA, as Chief Financial Officer. |
| ● | On May 22, 2026, we closed a US$60 million underwritten public offering of 24,000,000 Common Shares and accompanying warrants to purchase up to 24,000,000 Common Shares. |
| ● | On May 26, 2026, we announced positive independent, blinded biomechanical gait post-hoc analyses demonstrating genuine neural recovery with NVG-291 in the Phase 1b/2a CONNECT SCI study. |
| ● | On October 12, 2026, we announced the first participant dosed in RESTORE a Phase 3 Registrational Study Evaluating NVG-291 in Chronic Spinal Cord Injury. |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company determined that there were non-cash valuation errors in its accounting for stock options and certain outstanding warrant derivative liabilities. Specifically, the errors related to the miscalculation of annualized volatility, which is an input in the Black-Scholes-Merton valuation model used to value stock options and warrant derivatives. The errors resulted in an overstatement of stock-based compensation included in research and development expense and general and administrative expense. The errors also resulted in an overstatement of warrant derivative liabilities, included in the consolidated statements of financial position, with corresponding errors in the unrealized gain or loss on warrant derivative included in the consolidated statements of loss and comprehensive loss. The errors impacted periods beginning in fiscal year 2020 through December 31, 2025.
The Company concluded that the impact of the errors was material to its previously issued financial statements. As a result, the Company has restated its consolidated statements of financial position as at December 31, 2025 and 2024 and January 1, 2024, and its consolidated statements of loss and comprehensive loss, cash flows and changes in shareholders’ equity for the years ended December 31, 2025 and 2024. The restatement includes adjustments to stock-based compensation expense, unrealized loss on warrant derivative, warrant derivative liability, Common Shares, reserves and deficit. The restatement is non-cash in nature and had no impact on total assets, cash and cash equivalents, or net cash used in operating, investing or financing activities for any period presented. Net loss for the year ended December 31, 2025 increased by $97,028 to $44,214,333, and net loss for the year ended December 31, 2024 decreased by $585,338 to $23,664,711. Basic and diluted loss per share for the year ended December 31, 2024 decreased from $0.36 to $0.35; loss per share for the year ended December 31, 2025 was unchanged at $0.61.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 8 |
All financial information in this MD&A as at and for the years ended December 31, 2025 and 2024, and as at January 1, 2024, reflects the restated amounts. The impact of the restatement is summarized below. Further detail is provided in Note 4 of the audited consolidated financial statements.
| | As previously reported | | Adjustment | | As restated |
Year ended December 31, 2025 |
| |
| |
| |
Research and development expenses |
| 13,907,206 |
| (440,972) |
| 13,466,234 |
General and administrative expenses |
| 11,172,046 |
| (1,350,322) |
| 9,821,724 |
Unrealized loss on warrant derivative |
| 18,962,059 |
| 1,888,322 |
| 20,850,381 |
Net loss and comprehensive loss |
| (44,117,305) |
| (97,028) |
| (44,214,333) |
Basic and diluted loss per share |
| (0.61) |
| — |
| (0.61) |
Year ended December 31, 2024 |
| |
| |
| |
Research and development expenses |
| 15,811,020 |
| (305,674) |
| 15,505,346 |
General and administrative expenses |
| 9,365,129 |
| (1,204,059) |
| 8,161,070 |
Unrealized loss on warrant derivative |
| 135,958 |
| 924,395 |
| 1,060,353 |
Net loss and comprehensive loss |
| (24,250,049) |
| 585,338 |
| (23,664,711) |
Basic and diluted loss per share |
| (0.36) |
| 0.01 |
| (0.35) |
As at December 31, 2025 |
| |
| |
| |
Warrant derivative |
| 15,066,898 |
| (2,419,384) |
| 12,647,514 |
Common shares |
| 102,998,992 |
| 3,906,854 |
| 106,905,846 |
Reserves |
| 47,241,452 |
| (6,085,681) |
| 41,155,771 |
Deficit |
| (146,763,518) |
| 4,598,211 |
| (142,165,307) |
As at December 31, 2024 |
| |
| |
| |
Warrant derivative |
| 11,862,687 |
| (3,692,790) |
| 8,169,897 |
Common shares |
| 81,194,288 |
| 2,721,823 |
| 83,916,111 |
Reserves |
| 24,028,532 |
| (3,724,272) |
| 20,304,260 |
Deficit |
| (102,646,213) |
| 4,695,239 |
| (97,950,974) |
As at January 1, 2024 |
| |
| |
| |
Warrant derivative |
| 11,726,728 |
| (4,617,185) |
| 7,109,543 |
Common shares |
| 59,026,143 |
| 2,826,582 |
| 61,852,725 |
Reserves |
| 17,360,916 |
| (2,319,298) |
| 15,041,618 |
Deficit |
| (78,396,164) |
| 4,109,901 |
| (74,286,263) |
SELECTED FINANCIAL INFORMATION
| | 2025 | | 2024 | | 2023 |
| | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ |
Research and development expenses |
| 13,466,234 |
| 15,505,346 |
| 7,796,391 |
General and administrative expenses |
| 9,821,724 |
| 8,161,070 |
| 8,427,542 |
Net loss |
| (44,214,333) |
| (23,664,711) |
| (19,021,110) |
Basic and diluted loss per share |
| (0.61) |
| (0.35) |
| (0.32) |
| | 2025 | | 2024 | | January 1, 2024 |
| | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ |
Total assets |
| 23,209,641 |
| 19,486,223 |
| 13,236,021 |
Total liabilities |
| 17,313,331 |
| 13,216,826 |
| 10,627,941 |
As of the date of this MD&A, we have not earned revenue other than income from interest earned on our cash and cash equivalents. If our development efforts for our current or future product candidates are successful and result in regulatory approval or if we enter into additional license or collaboration agreements with third parties, we may generate revenue in the future from product sales, payments from such license or collaboration agreements, or any combination thereof. We cannot predict if, when or to what extent we will generate revenue as we may never succeed in obtaining regulatory approval for any of our product candidates.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 9 |
The increase in net loss for the twelve months ended December 31, 2025, compared to the same period in the prior year is primarily driven by a greater loss on non-cash fair value movement of the warrant derivative related to U.S. dollar denominated warrants that were issued as part of the July 2022 non-brokered private placement and the November 2025 non-brokered private placement. Within general and administrative expense, there was an increase in legal spend, primarily related to the Company’s corporate development efforts achieved during 2025 and early 2026, including the filing of the Base Shelf, the filing of the Registration Statement and listing on Nasdaq. Within research and development expenses, expenses for clinical related activities continue to be lower period over period as a result of a decrease in the number of subjects in our CONNECT SCI Study as the chronic cohort completed in early Q2 2025. Preclinical related expenses are also lower in the current period as the Company continues to advance NVG-291 through the clinical phases of development. These decreases in research and development related spend are partially offset by an increase in chemistry, manufacturing and controls related expenses as the Company prepares for a planned phase 3 clinical trial and other regulatory requirements for NVG-291.
The increase in our total assets is mainly due to an increase in cash, which is a result of the November 2025 private placement and funds received as a result of option and warrant exercises. Total assets as of December 31, 2025 reflect the proceeds from closing of the US$10 million non-brokered private placement in November 2025 and proceeds from options and warrant exercises. The increase in our total liabilities as compared to December 31, 2024 is primarily attributable to the increase in fair value of the non-cash warrant derivative.
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2025
Research and Development Expenses
| | Three Months | | Three Months | | Year | | Year |
| | Ended | | Ended | | Ended | | Ended |
| | December 31, | | December 31, | | December 31, | | December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ | | $ |
Amortization of intangible asset |
| 13,949 |
| 13,949 |
| 55,795 |
| 55,795 |
Preclinical development |
| 77,778 |
| 969,466 |
| 726,790 |
| 2,085,692 |
Chemistry, manufacturing and controls |
| 1,463,997 |
| 399,643 |
| 3,391,560 |
| 1,571,048 |
Licensing and patent legal fees |
| 114,077 |
| 123,121 |
| 449,183 |
| 535,066 |
Clinical and regulatory |
| 808,679 |
| 1,545,807 |
| 2,924,649 |
| 5,845,332 |
Salaries and benefits |
| 900,521 |
| 943,023 |
| 4,356,192 |
| 3,702,721 |
Stock-based compensation |
| 93,611 |
| 197,753 |
| 1,128,814 |
| 1,003,970 |
Other research and development |
| 59,272 |
| 240,593 |
| 433,251 |
| 705,722 |
|
| 3,531,884 |
| 4,433,355 |
| 13,466,234 |
| 15,505,346 |
The decrease of $901,471 in research and development expenses in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, is primarily attributable to the following factors:
| ● | Preclinical development decreased by $891,688. The comparative period included higher spend related to strategic research and development planning for potential additional programs to our pipeline. These related activities and studies were substantially completed during the first half of 2025. Further, this overall decrease reflects a shift in our primary focus which is to continue to advance NVG-291 through the clinical phases of development. |
| ● | Chemistry, manufacturing and control (“CMC”) increased by $1,064,354, primarily related to the procurement and manufacturing of materials and drug product to supply the planned phase 3 clinical trial, the EAP program, and to meet other regulatory requirements. |
| ● | Clinical and regulatory costs decreased by $737,128 due to fewer participants enrolled in the CONNECT SCI Study, as the chronic cohort was completed in April 2025 partially offset by the cost of subjects enrolled in the subacute cohort of the study. This decrease was also partially offset by an increase in fees to clinical consultants who continue to support further data analysis from the chronic cohort, as well as assisting in the design of the clinical path forward for NVG-291. |
| ● | Salaries and benefits decreased by $42,502 primarily due to the realignment of our personnel resources to better support NVG‑291 at its current phase of development. |
| ● | Non-cash stock-based compensation expense decreased by $104,142 as a result of forfeitures of unvested options in connection with reductions in headcount. |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 10 |
| ● | Other research and development decreased by $181,321 primarily due to a decrease in fees paid to certain consultants which is directly correlated to the realignment of resources to better support NVG‑291 at its current phase of development. |
The decrease of $2,039,112 in research and development expenses in the year ended December 31, 2025, as compared to the year ended December 31, 2024, is primarily attributable to the following factors:
| ● | Preclinical development decreased by $1,358,902 as a result of an overall decrease in preclinical activities reflecting our primary focus which is to continue to advance NVG-291 through the clinical phases of development. |
| ● | CMC increased by $1,820,512, primarily related to the procurement and manufacturing of materials and drug product to supply the planned phase 3 clinical trial, the EAP program, and to meet other regulatory requirements. |
| ● | Licensing and patent legal fees decreased by $85,883 due to the timing of patent maintenance, filing costs, and licensing fees. |
| ● | Clinical and regulatory costs decreased by $2,920,683 primarily due to the Wings for Life grant milestone earned in June 2025 which is recorded as an offset to clinical costs incurred. Additionally, costs decreased due to fewer participants enrolled in the CONNECT SCI Study during the twelve months ended December 31, 2025, as the chronic cohort was completed in April 2025, and enrollment in the subacute cohort was initiated during the year. This decrease was partially offset by an increase in fees to clinical consultants who continue to support further data analysis from the chronic cohort, as well as assisting in the design of the clinical path forward for NVG-291. |
| ● | Salaries and benefits increased by $653,471 primarily due to costs related to the realignment of personnel resources to better support NVG‑291 at its current phase of development. |
| ● | Non-cash stock-based compensation expense increased by $124,844 as a result of the valuation of more recently granted options in accordance with our Stock Option Plan. |
| ● | Other research and development decreased by $272,471 primarily due to a decrease in fees paid to consultants which is directly correlated to our realignment of resources to better support NVG‑291 at its current phase of development. |
General and Administrative Expenses
| | Three Months | | Three Months | | Year | | Year |
| | Ended | | Ended | | Ended | | Ended |
| | December 31, | | December 31, | | December 31, | | December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ | | $ |
Depreciation expense |
| — |
| 1,863 |
| — |
| 28,003 |
Legal, professional and finance |
| 1,196,179 |
| 148,482 |
| 2,236,274 |
| 831,755 |
Investor and public relations |
| 265,488 |
| 268,749 |
| 1,423,329 |
| 1,238,152 |
Salaries and benefits |
| 471,099 |
| 353,794 |
| 2,941,903 |
| 1,958,369 |
Stock-based compensation |
| 426,738 |
| 727,281 |
| 2,474,805 |
| 3,526,021 |
Other general and administrative |
| 230,711 |
| 125,270 |
| 745,413 |
| 578,770 |
|
| 2,590,215 |
| 1,625,439 |
| 9,821,724 |
| 8,161,070 |
The increase of $964,776 in general and administrative expenses in the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, is primarily attributable to the following factors:
| ● | Legal, professional, and financial services expenses increased by $1,047,697 during the three-month period, primarily due to higher fees paid to external legal counsel in connection with Canadian and US corporate securities matters and to support our listing on Nasdaq. |
| ● | Employee salaries, bonuses, and benefits increased by $117,305 during the three-month period, reflecting the cost for attracting top talent to support our expanding operations. |
| ● | Non-cash stock-based compensation expense decreased by $300,543 for the three-month period, as a result of the reduction in unvested option awards outstanding following the termination of employment and services for several individuals within the general and administrative function, including the former CEO and former Chair of the board of directors. |
| ● | Other G&A increased by $105,441 primarily attributable to fees incurred to support current and future corporate development efforts and financing related activities. |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 11 |
The increase of $1,660,654 in general and administrative expenses in the year ended December 31, 2025, as compared to the year ended December 31, 2024, is primarily attributable to the following factors:
| ● | Legal, professional, and financial services expenses increased by $1,404,519 during the year, primarily due to higher fees paid to external legal counsel in connection with Canadian and US corporate securities matters and to support our listing on Nasdaq, as well as increased audit fees during the year. |
| ● | Investor and public relations expenses increased by $185,177 during the year to support our business development initiatives and financing activities. These costs are primarily attributable to ongoing support from investor and public relations firms, particularly with announcing data for our CONNECT SCI Study. |
| ● | Employee salaries, bonuses, and benefits increased by $983,534 during the year, reflecting the cost for personnel to support our expanding operations and corporate development initiatives. |
| ● | Non-cash stock-based compensation expense decreased by $1,051,216 for the year, as a result of option awards being forfeited upon termination of employment and services for several individuals within the general and administrative function, including the former CEO and former Chair of the board of directors. |
| ● | Other G&A increased by $166,643 primarily attributable to fees incurred to support current and future corporate development efforts and financing related activities. We also incurred increased employee travel for meetings, conferences, and seminars and increased fees to information and technology support service providers to support our information security requirements. |
SUMMARY OF QUARTERLY FINANCIAL RESULTS
| | Dec 31 | | Sep 30 | | Jun 30 | | Mar 31 | | Dec 31 | | Sep 30 | | Jun 30 | | Mar 31 |
| | 2025 | | 2025 | | 2025 | | 2025 | | 2024 | | 2024 | | 2024 | | 2024 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) | | (Restated) | | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ |
Research & development |
| 3,531,884 |
| 4,264,565 |
| 2,624,391 |
| 3,045,393 |
| 4,433,355 |
| 4,370,910 |
| 3,736,276 |
| 2,964,806 |
General & administrative |
| 2,590,215 |
| 1,296,145 |
| 3,298,105 |
| 2,637,260 |
| 1,625,439 |
| 2,554,308 |
| 2,190,523 |
| 1,790,800 |
Net loss |
| (26,491,752) |
| (4,718,274) |
| (8,998,616) |
| (4,005,691) |
| (7,781,618) |
| (6,028,864) |
| (7,357,046) |
| (2,497,184) |
Basic loss per share |
| (0.35) |
| (0.06) |
| (0.13) |
| (0.06) |
| (0.11) |
| (0.09) |
| (0.11) |
| (0.04) |
Diluted loss per share | | (0.35) | | (0.07) | | (0.13) | | (0.08) | | (0.11) | | (0.10) | | (0.11) | | (0.07) |
Total assets |
| 23,209,641 |
| 13,077,452 |
| 16,923,635 |
| 15,838,757 |
| 19,486,223 |
| 22,458,510 |
| 27,888,436 |
| 31,784,519 |
Total liabilities |
| 17,313,331 |
| 14,349,607 |
| 15,000,328 |
| 11,166,618 |
| 13,216,826 |
| 9,667,760 |
| 10,752,565 |
| 8,706,788 |
Research and development expenses fluctuate based on clinical activities for NVG-291, preclinical evaluation of NVG-300, and the receipt of grant payments. Costs had risen steadily from Q1 2024 to Q4 2024, due to ongoing Phase 1b/2a trials for NVG-291. Enrollment for the chronic cohort was completed in Q1 2025, and the last-patient-last-visit milestone was achieved in April 2025, triggering a grant milestone payment in Q2 2025. Additionally, during Q1 2025, we began enrolling the subacute cohort of the CONNECT SCI Study clinical trial. The wind-down of related clinical activities for the chronic cohort and receipt of the grant milestone were key drivers of lower expenses in Q1 and Q2 2025. During Q3 and Q4 2025, chemistry, manufacturing, and controls were elevated as we manufacture materials for our planned Phase 3 clinical trial and future toxicology studies for NVG-291.
General and administrative expenses consist of administrative activities related to expanding operations and developing staff and infrastructure. Expenses were higher for Q1 2025 and Q2 2025 primarily due to increased salaries, bonus, benefits, and non-cash stock-based compensation reflecting higher headcount during those periods. Expenses declined significantly in Q3 2025 as a result of the transition of our CEO and lower stock based compensation expense due to option awards being forfeited upon termination of employment and services for several individuals within the general and administrative function, including the former CEO and former Chair of the board of directors. The increase in expenses during Q4 was primarily related to fees paid to external legal counsel in relation to Canadian and US corporate securities matters and the cost of preparations for our Nasdaq listing.
Net loss includes non-cash unrealized gains and losses related to changes in the estimated fair value of the warrant derivative, determined using the Black-Scholes model. Fluctuations are related to changes in our share price, interest rates, and the foreign exchange rate between Canadian and the U.S. dollar. The specific warrant security underlying the liability also changed during Q4 2025. On November 19, 2025, pursuant to a non-brokered private placement, 4,785,674 units were sold at a purchase price of US$2.10 per unit for gross proceeds of $14,110,433 (US$10,049,915). Each unit included one Common Share and one-half of one Common Share purchase warrant. Each whole warrant was exercisable into one Common Share at a price of US$2.65 per Common Share until November 19, 2028. The US dollar denominated warrants were recognized as derivative financial liability recorded at fair value through profit or loss at initial recognition and in subsequent reporting periods. On December 12, 2025, we amended the terms of the warrants issued pursuant to the July 2022 non-brokered private placement, to change the denomination of the exercise price from US$1.75 to C$2.44. The change in the denomination of the exercise price resulted in the derecognition of the warrant derivative liability and recognition of an equity classified instrument at the fair value as determined on December 12, 2025. The changes in fair
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 12 |
value of the derivative liability have no cash flow impact. The net loss for Q4 2025 included a non-cash unrealized loss on warrant derivative of $20,110,079, compared to a gain of $811,274 in Q3 2025.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, we have devoted our resources to evaluating and securing intellectual property rights and licenses related to the technology licensed from CWRU; conducting discovery research; manufacturing drug supplies; performing preclinical studies and clinical trials; and providing administrative support to research and development activities. These efforts have supported the clinical development of NVG-291 and discovery of NVG-300, resulting in an accumulated deficit of $142,165,307 as of December 31, 2025. With current income only consisting of interest earned on excess cash in the amount of $61,305 for the three months ended December 31, 2025, as compared with $171,110 for the three months ended December 31, 2024 and $329,724 for the year ended December 31, 2025, as compared with $812,617 for the year ended December 31, 2024, losses are expected to continue while our research and development and clinical programs are advanced.
We do not earn any revenue from our product candidates and therefore are in the research and development stage. If our development efforts for our current or future product candidates are successful and result in regulatory approval or if we enter into additional license or collaboration agreements with third parties, we may generate revenue in the future from product sales, payments from such license or collaboration agreements, or any combination thereof. We cannot predict if, when or to what extent we will generate revenue as we may never succeed in obtaining regulatory approval for any of our product candidates. As required, we will continue to finance our operations through the issuance of equity and will pursue non-dilutive funding sources. The continuation of our research and development activities and the commercialization of our product candidates depends on our ability to successfully finance through equity financing, grant and other non-dilutive sources, and possibly revenues from strategic partners. Until our product candidates are approved and available for sale, and profitable operations are developed, the extent of our progress on our research activities and future clinical trials and the related expenses will be dependent on our ability to continue to obtain adequate financing. We have no current sources of revenues from strategic partners.
During the year ended December 31, 2025, we received $3,392,617 from the exercise of warrants and $4,480,370 from the exercise of options. We also issued and sold 949,700 Common Shares under an at-the-market equity program (the “ATM Program”) at a weighted average price of $2.92 per unit, for aggregate gross proceeds of $2,774,227 and we paid cash placement fees of $55,485 to the agents resulting in aggregate net proceeds of $2,718,742. We also incurred $665,162 in professional fees to establish and maintain the ATM Program, including $410,255 that were incurred in 2024. Additionally, we closed a non-brokered private placement of 4,785,674 units at a price of US$2.10 per unit, for aggregate gross proceeds of $14,110,433 (US$10,049,915). We incurred $144,392 in other share issue costs related to legal and listing fees in connection with the private placement.
As at December 31, 2025, we had forecasted that our ability to continue operating for the 12 months following the issuance of the original consolidated financial statements depended on raising additional financing or reducing operating costs, including by delaying planned research and development expenditures and slowing our clinical programs. These conditions indicated a material uncertainty that cast significant doubt on our ability to continue as a going concern. In May 2026, we completed a US$60 million public offering. As a result, management has concluded that, as at the date the amended and restated consolidated financial statements were authorized for issue, the material uncertainty no longer exists. Our forecasts are based on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. We will require additional capital to meet our announced goals (see “Company Overview” above for description of goals) and to fund our research and development plans including next phase human clinical trials until we generate revenue that reaches a level sufficient to provide self-sustaining cash flows. While we have been successful in the past in obtaining financing, there can be no assurance that we will be able to obtain adequate financing, or that such financing will be available on terms acceptable to us, to meet future operational needs which may result in the delay, reduction, or discontinuation of ongoing development programs.
The initiation of future clinical studies to evaluate NVG-291’s effectiveness in human subjects is subject to additional funding. The CONNECT SCI Study is subject to successful enrollment of the required number of study participants. The duration and cost of clinical trials can range significantly depending on a variety of factors including rate of enrollment, the country in which trials are conducted, and the specific trial protocol.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 13 |
The following table presents a summary of our cash flows for the years ended December 31, 2025, and 2024:
| | 2025 | | 2024 |
| | $ | | $ |
Net cash provided by (used in): |
| |
| |
Operating activities |
| (19,499,211) |
| (16,841,034) |
Investing activities |
| 100,926 |
| 58,874 |
Financing activities |
| 23,763,937 |
| 22,695,111 |
Effect of foreign exchange on cash and cash equivalents |
| 436,494 |
| (305,006) |
Net (decrease) increase in cash and cash equivalents |
| 4,802,146 |
| 5,607,945 |
Cash used in operating activities:
Our uses of cash for operating activities for the years ended December 31, 2025, and 2024 consisted of Phase 1b/2a clinical trial costs, salaries and wages for our employees, fees paid in connection with preclinical and clinical studies, drug manufacturing costs, and professional fees.
Cash from investing activities:
Cash generated from investing activities in the years ended December 31, 2025, relate to the sub- sublease of our office space.
Cash from financing activities:
During the year ended December 31, 2025, funds were received from the exercise of 1,146,734 warrants for total cash proceeds of $3,392,617 and from the exercise of 2,434,000 options at varying exercise prices per Common Share for total cash proceeds of $4,480,370. We also issued and sold 949,700 Common Shares under the ATM Program at a weighted average price of $2.92 per unit, for aggregate gross proceeds of $2,774,227. We paid cash placement fees of $55,485 to the agents resulting in aggregate net proceeds of $2,718,742. We also incurred $665,162 in professional fees to establish and maintain the ATM Program, including $410,255 that were incurred in 2024. Additionally, we closed a non-brokered private placement of 4,785,674 units at a price of US$2.10 per unit, for aggregate gross proceeds of $14,110,433 (US$10,049,915). We incurred $144,392 in other share issue costs related to legal and listing fees in connection with the private placement.
During the year ended December 31, 2024, funds were received from the exercise of 887,000 stock options and 47,500 warrants at varying exercise prices per Common Share for total cash proceeds of $1,414,590, partially offset by costs related to lease payments of $100,926. We also closed a bought deal financing for aggregate gross proceeds of $23,011,788. We paid a cash commission of $1,090,152 to the underwriters and incurred approximately $540,190 in other share issue costs related to legal and listing fees.
CASH POSITION
At December 31, 2025, we had a cash and cash equivalents balance of $22,069,635 compared to $17,267,489 at December 31, 2024. The funds expended during the year ended December 31, 2025, for operating activities (including the effect of foreign exchange on cash and cash equivalents), of $19,062,717 as compared to $17,146,040 for the year ended December 31, 2024, were used to fund operating expenditures such as drug product formulation and development, salaries and benefits, clinical costs associated with the CONNECT SCI Study, and fees paid in connection with preclinical and clinical studies. Consultants were also engaged to further develop our technologies and manufacturing and quality processes were advanced. In addition, we retained expertise to provide legal services, business and corporate development services, public relations, and investor relations services to increase awareness of the Company within the industry and to potential investors.
We invest cash in excess of current operational requirements in highly rated and liquid instruments.
Working capital (a non-GAAP measure defined as current assets less current liabilities on our consolidated statements of financial position) as of December 31, 2025 was $5,487,147 as compared to $5,804,439 as at December 31, 2024. Our current liabilities include $12,647,514 related to the non-cash warrant derivative. Given the nature of this liability, no funds would ever be expended by the Company, and it does not represent a liquidity risk. Our working capital requirements are dependent on our ability to raise equity capital or from the proceeds from the exercise of stock options and warrants, by obtaining business development revenue such as milestone payments from licensing agreements, by obtaining grant funding, or by obtaining credit facilities. No assurance can be given that any such additional funding or revenue will be available or that, if additional funding is available, it can be obtained on terms favorable to the Company. We can also manage our spending by delaying certain development activities; however such actions may not allow us to meet our stated corporate goals.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 14 |
We do not expect to generate positive cash flow from operations for the foreseeable future due to additional expenses involved in commercializing our technologies, including expenses related to drug discovery, preclinical testing, clinical trials, chemistry, manufacturing and controls, regulatory activities and operating expenses associated with supporting these activities. It is expected that negative cash flow from operations will continue until such time, if ever, that we receive regulatory approval to commercialize any of our product candidates under development and/or royalty or milestone revenue from the licensing of any such product candidates should they exceed our expenses.
CONTRACTUAL OBLIGATIONS
We enter into research, development and license agreements in the ordinary course of business where we receive research services and rights to proprietary technologies. These contracts are typically cancellable by the Company with notice. Milestone and royalty payments or grant funding repayments that may become due under various agreements are dependent on, among other factors, clinical trials, regulatory approvals and ultimately the successful development of a new drug, the outcome and timing of which is uncertain. In addition, we incur purchase obligations in the ordinary course of business for clinical trials, drug manufacturing, nonclinical studies, stability and other related costs that can include payments over a number of months due to the nature of these activities. The amounts in the table below represent the contractual amounts under the agreements in place as of December 31, 2025, and do not represent the costs anticipated to complete specific Company objectives. We expect that these commitments will continue to increase in frequency and value as we continue to execute our business plan.
Under the exclusive worldwide licensing agreement with CWRU to research, develop and commercialize patented technologies, we have commitments to pay various annual license fees, patent costs, milestone payments and royalties on revenues, contingent on the achievement of certain development and regulatory milestones. We cannot reasonably estimate milestone payments that are contingent upon the occurrence of future events or future royalties which may be due upon the regulatory approval of products derived from licensed technologies. Pursuant to the license agreement, all the key patents for NVG-291 are owned by CWRU.
As of December 31, 2025, we are obligated to pay the following to CWRU:
| ● | An annual minimum royalty of US$50,000 per year, adjusted by the cumulative percent change in the CPI-W. |
| ● | Project milestones payable based on the achievement of future clinical development milestones, estimated to total US$1,885,000, of which US$135,000 has been paid related to milestones achieved. There are up to US$1,750,000 remaining milestone payments as of December 31, 2025, of which US$250,000 may be payable within the next twelve months contingent on certain milestones being achieved. |
Other than as disclosed below, we did not have any contractual obligations relating to long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on our consolidated statements of financial position as of December 31, 2025:
| | Under | | | | | |
|
| | 1 Year | | 1-3 Years | | 4-5 Years | | Total |
Anticipated Commitments | | $ | | $ | | $ | | $ |
Patent licensing costs, minimum annual royalties per license agreements |
| — |
| 184,901 |
| 184,901 |
| 369,802 |
| | | | | | | | |
Purchase obligations |
| 6,071,730 |
| — |
| — |
| 6,071,730 |
| | | | | | | | |
Lease Payments |
| 8,369 |
| — |
| — |
| 8,369 |
In addition, in June 2023, the Company was awarded a grant of up to US$3.18 million (C$4.22 million) to support the Company’s Phase 1b/2a CONNECT SCI Study in individuals with SCI. In connection with the grant, the Company has agreed to pay a percentage of the Company’s net annual sales revenue of NVG-291, or any derivative approved in SCI through the provision of an unrestricted donation to the granting entity in the amount of up to the total funds received through the agreement. Any donation that may become due under the agreement is dependent on, among other factors, the successful development and sale of a new drug, the outcome and timing of which is uncertain. As of December 31, 2025, we had achieved four of the five milestones in the grant and received US$2.56 million (C$3.40 million). The grant funding received was recorded as a reduction of the related clinical and regulatory expenses, included in research and development expenses, in the period the milestone was received.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 15 |
OFF-BALANCE SHEET ARRANGEMENTS
We have no material undisclosed off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that are material to investors.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Key management personnel, consisting of the Company’s current and former executive officers (President and Chief Executive Officer, Chief Financial Officer and Chief Medical Officer) and directors, received the following compensation for the following periods:
| | Three Months | | Three Months | | Year | | Year |
| | Ended | | Ended | | Ended | | Ended |
| | December 31, | | December 31, | | December 31, | | December 31, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | (Restated) | | (Restated) | | (Restated) | | (Restated) |
| | $ | | $ | | $ | | $ |
Stock-based compensation |
| 403,318 |
| 647,484 |
| 2,268,725 |
| 3,185,403 |
Salaries and bonuses |
| 227,655 |
| 480,706 |
| 1,956,036 |
| 2,386,759 |
Consulting fees |
| 105,454 |
| — |
| 320,067 |
| — |
|
| 736,427 |
| 1,128,190 |
| 4,544,828 |
| 5,572,162 |
As of December 31, 2025, we had amounts owing or accrued to key management personnel of $332,430 as compared to $648,536 for the year ended December 31, 2024. Of this total, $274,351 pertained to accrued bonus, $13,718 to accrued vacation (both earned but unpaid and included in the table above), and $44,362 to expense reimbursement.
MATERIAL ACCOUNTING POLICIES, BASIS OF PRESENTATION AND CRITICAL ACCOUNTING ESTIMATES
Material Accounting Policies:
Material accounting policies are described in note 3 of the audited consolidated financial statements for the year ended December 31, 2025, and available on SEDAR+ (www.sedarplus.ca) and included in our Annual Report on Form 40-F for the year ended December 31, 2025 (the “Form 40-F”) filed with the SEC.
Basis of Presentation:
The consolidated financial statements have been prepared in accordance with IFRS accounting standards applicable to a going concern using the historical cost basis. The Company is in pre-revenue stage and no revenues are expected in the foreseeable future. Our future operations are dependent on the success of our ongoing development, as well as our ability to secure additional financing as needed. As at December 31, 2025, we had forecasted that our ability to continue operating for the 12 months following the issuance of the original consolidated financial statements depended on raising additional financing or reducing operating costs, including by delaying planned research and development expenditures and slowing our clinical programs. These conditions indicated a material uncertainty that cast significant doubt on our ability to continue as a going concern. In May 2026, we completed a US$60 million public offering. As a result, management has concluded that, as at the date the amended and restated consolidated financial statements were authorized for issue, the material uncertainty no longer exists. The consolidated financial statements do not reflect the adjustments that would be necessary should we be unable to continue as a going concern and therefore be required to realize our assets and settle our liabilities and commitments in other than the normal course of business and at amounts different from those in the consolidated financial statements. Such amounts could be material.
Critical Accounting Estimates:
Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience and current and expected economic conditions. Actual results could differ from those estimates. Significant assumptions about the future and other sources of estimation uncertainty that we have made at the consolidated statements of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities include:
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 16 |
Intangible assets
We estimate the useful lives of intangible assets from the date they are available for use in the manner intended by management and periodically review the useful lives to reflect management’s intent about developing and commercializing the assets.
Government Assistance
Management considers the reasonableness of whether we have met the requirements of the approved government assistance and whether there is reasonable assurance that the amount will be received. Government assistance can be subject to audits so the amounts received may differ from the amounts recorded.
Warrant derivative
We estimate the fair value of the warrant derivative at initial measurement, at each exercise date and at each reporting period. This estimate requires determining the most appropriate inputs to the valuation model including the expected life, share price volatility, and dividend yield, and making assumptions about them.
Valuation of stock-based compensation and warrants
We measure the costs for stock-based compensation and warrants using market-based option valuation techniques. Assumptions are made and estimates are used in applying the valuation techniques. These include estimating the future volatility of the share price, expected dividend yield, expected risk-free interest rate, future employee turnover rates, and expected term. Such estimates and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of stock-based compensation and warrants.
Functional currency
We consider the determination of the functional currency of the Company a significant judgment. We have used our judgment to determine the functional currency that most faithfully represents the economic effects of the underlying transactions, events and conditions and considered various factors including the currency of historical and future expenditures and the currency in which funds from financing activities are generated. A Company’s functional currency is only changed when there is a material change in the underlying transactions, events and conditions.
Going concern
Our assessment of our ability to continue as a going concern requires judgments about whether there are events or conditions that may cast significant doubt about our ability to continue as a going concern. We have determined that the use of the going concern basis of accounting is appropriate, as described under “Basis of Presentation” above and in note 2(b) of the amended and restated consolidated financial statements.
FINANCIAL INSTRUMENTS
(a) Fair value
Financial instruments are classified into one of the following categories: fair value through profit or loss (“FVTPL”); fair value through other comprehensive income; or amortized cost. The carrying values of our financial instruments are classified into the following categories:
| | | | December 31, 2025 | | December 31, 2024 |
| | | | (Restated) | | (Restated) |
Financial Instrument | | Category | | $ | | $ |
Cash and cash equivalents |
| FVTPL |
| 22,069,635 |
| 17,267,489 |
Accounts receivable |
| Amortized cost |
| 80,825 |
| 415,301 |
Net investment in lease |
| Amortized cost |
| 8,369 |
| 105,604 |
Warrant derivative |
| FVTPL |
| 12,647,514 |
| 8,169,897 |
Accounts payable and accrued liabilities |
| Amortized cost |
| 4,657,448 |
| 4,941,326 |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 17 |
Our financial instruments, recorded at fair value, require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.
Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.
Cash and cash equivalents are measured at fair value using Level 1 as the basis for measurement in the fair value. The recorded amounts for accounts receivable, accounts payable and accrued liabilities, approximate their fair value due to their short-term nature. In July 2022 and November 2025, we issued Common Share purchase warrants with an exercise price denominated in a currency that differs from our functional currency, which were treated as a derivative measured at fair value with subsequent changes in fair value accounted for through the consolidated statements of loss and comprehensive loss. The warrants issued in July 2022 were subsequently amended in December 2025 to have an exercise price denominated in our functional currency resulting in a reclassification of the warrant as an equity classified instrument at the fair value determined on the date of the amendment. The November 2025 warrants remain liability classified as of December 31, 2025, and the fair value of our warrant derivative recognized on the consolidated statements of financial position is based on level 2 inputs (significant observable inputs) as these warrants have not been listed on an exchange and therefore do not trade on an active market. As of December 31, 2025, the fair value of our non-cash warrant derivative was $12,647,514, as compared to $8,169,897 for the year ended December 31, 2024. We use the Black-Scholes valuation model to estimate fair value. The expected volatility is based on our common share’s historical volatility, the risk-free interest rate is based on Bank of Canada benchmark treasury yield rates and the expected life represents the estimated length of time the warrants are expected to remain outstanding.
(b) Financial risk management
Our risk exposures and the impact on our consolidated financial instruments are summarized below. Our Board has the overall responsibility for the oversight of these risks and reviews our policies on an ongoing basis to ensure that these risks are appropriately managed.
i. | Liquidity Risk |
Liquidity risk is the risk that we will not have the resources to meet our obligations as they fall due. We manage this risk by closely monitoring cash forecasts and managing resources to ensure that we will have sufficient liquidity to meet our obligations. All of our financial liabilities are classified as current and the majority, other than the non-cash warrant derivative, are anticipated to mature within the next ninety days. We are exposed to liquidity risk other than for the warrant derivative which is non-cash.
ii. | Credit Risk |
Credit risk is the risk of potential loss if a counterparty to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets, including cash and cash equivalents, receivables, deposits, and balances receivable from the government. We limit the exposure to credit risk in our cash and cash equivalents by only holding our cash and cash equivalents with high-credit quality financial institutions in business and/or savings accounts.
iii. | Market Risk |
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. These fluctuations may be significant.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 18 |
(a) Foreign Currency Risk:
We have identified our functional currency as the Canadian dollar. Transactions are transacted in Canadian dollars, U.S. dollars and in Australian dollars. Fluctuations in the U.S. or Australian dollar exchange rate could have a significant impact on the Company’s results. Assuming all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an increase or decrease in loss and comprehensive loss for the year ended December 31, 2025, of $1,171,000, as compared to $53,000 for the year ended December 31, 2024. A 10% depreciation or appreciation of the Canadian dollar against the Australian dollar would result in an increase or decrease in loss and comprehensive loss for the year ended December 31, 2025, of $135,000, as compared to $112,000 for the year ended December 31, 2024.
In the near-term, we mitigate overall currency risk through the use of U.S. dollar denominated cash balances to pay forecasted U.S. denominated expenses when possible. In the long-term, we are exposed to net currency risk from employee costs as well as the purchase of goods and services in the United States and Australia.
Balances in U.S. dollars are as follows:
| | December 31, 2025 | | December 31, 2024 |
| | ($US) | | ($US) |
Cash |
| 9,695,348 |
| 1,088,930 |
Receivables |
| 47,275 |
| 263,447 |
Vendor deposits |
| 134,503 |
| 357,880 |
Accounts payable and accrued liabilities |
| (1,331,795) |
| (2,075,685) |
|
| 8,545,331 |
| (365,428) |
Balances in Australian dollars are as follows:
| | December 31, 2025 | | December 31, 2024 |
| | ($ AUD) | | ($ AUD) |
Cash |
| 529,628 |
| 152,806 |
Accounts receivable |
| 2,036 |
| — |
Accounts payable and accrued liabilities |
| (2,009,171) |
| (1,409,432) |
|
| (1,477,507) |
| (1,256,626) |
(b) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The warrant derivative that is discussed further in Note 16 of the December 31, 2025 consolidated financial statements is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the consolidated statements of loss and comprehensive loss. An input to the model is the risk-free rate which is reflective of Canadian bond yields. Therefore, we are exposed to interest rate risk through the non-cash impact it has on the consolidated statements of loss and comprehensive loss.
(c) Other Price Risk
Other price risks include the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than interest rate or currency risk). The warrant derivative that is discussed further in Note 16 of the December 31, 2025 consolidated financial statements is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the consolidated statements of loss and comprehensive loss. An input to the model is the market price of the Company’s shares as of the valuation date. Therefore, we are exposed to other price risk through the non-cash impact it has on the consolidated statements of loss and comprehensive loss.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 19 |
(c) Managing capital
Our objectives, when managing capital, are to safeguard cash and cash equivalents as well as maintain financial liquidity and flexibility in order to preserve our ability to meet financial obligations and deploy capital to grow our businesses.
Our financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust our capital structure we may issue shares or issue debt (secured, unsecured, convertible and/or other types of available debt instruments).
On November 25, 2024, the Company filed a short form base shelf prospectus, which was subsequently amended and restated on December 15, 2025 that qualifies for distribution of up to US$150,000,000 of Common Shares, debt securities, subscription receipts, warrants and units comprised of one or more of the other securities described. The Base Shelf amends and restates our previous base shelf and was also registered with the SEC and included in the Registration Statement (also collectively the “Base Shelf”). Under our Base Shelf, we may sell securities to or through underwriters, dealers, placement agents, or other intermediaries, and also may sell securities directly to purchasers or through agents, subject to obtaining any applicable exemption from registration requirements. The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be subject to change, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement.
Renewing our Base Shelf provides us with additional flexibility when managing our cash resources as, under certain circumstances, it shortens the time period required to close a financing and is expected to increase the number of potential investors that may be prepared to invest in our company. Our amended Base Shelf will be effective until December 25, 2026.
On December 19, 2024, we filed a prospectus supplement that, together with the Base Shelf, qualifies the distribution of Common Shares under the ATM Program that allows the Company to issue and sell Common Shares to the public from time-to-time through an agent (the “Agent”), at our discretion and subject to regulatory requirements. All Common Shares sold under the ATM Program will be sold through the TSX Venture Exchange or any other recognized marketplace upon which the Common Shares are listed, quoted or otherwise traded in Canada, at the prevailing market price at the time of sale. On March 12, 2026, we terminated the ATM Program concurrently with the announcement of our voluntary delisting from the TSXV. Common Shares distributed under the ATM Program were issued and sold at the prevailing market prices at the time of their sale, and prices varied among purchasers and during the period of distribution.
The ATM Program provided us with enhanced flexibility should future additional financing be required, and it was activated when and as deemed appropriate. The volume and timing of distributions under the ATM Program, are determined in our sole discretion and in accordance with the terms and conditions of an equity distribution agreement, dated December 19, 2024, between the Company and the Agent. We were not obligated to make any sales of Common Shares under the ATM Program and were limited to sell up to C$30 million in Common Shares.
Through December 31, 2025, we issued and sold 949,700 Common Shares under the ATM Program at a weighted average price of $2.92 per Common Share, for aggregate gross proceeds of $2,774,227. We also paid cash placement fees of $55,485 to the Agent resulting in aggregate net proceeds of $2,718,742. We also incurred $665,162 in professional fees related to the establishment of the ATM Program, including $410,255 that were incurred in 2024. These costs are recorded as a decrease to Common Shares within the consolidated statements of financial position.
We currently intend to use the net proceeds raised from the ATM Program for general corporate purposes (including funding ongoing operations and/or working capital requirements), to repay indebtedness outstanding from time-to-time, to fund research and development, intellectual property development, preclinical and clinical expenses, and potential future acquisitions or other corporate purposes.
There were no changes to our capital management policy during the period. We are not subject to any externally imposed capital requirements.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 20 |
USE OF PROCEEDS
November 2025 Non-brokered Private Placement
The principal business objectives that management expects to accomplish using the net proceeds from the November 2025 Non-brokered Private Placement, are advancing the Company’s NVG-291 clinical development program and for general corporate purposes, including to fund ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time, or for other corporate purposes.
2025 ATM Program
As of the date of this report, we have raised total net proceeds of approximately $2.1 million under the ATM Program, which has been used to fund ongoing operations and working capital requirements. As disclosed in our prospectus supplement dated December 19, 2024, the principal business objectives that management expects to accomplish using the net proceeds from the ATM Program, are to fund general corporate purposes including to fund ongoing operations and/or working capital requirements, to repay indebtedness outstanding from time to time, to complete future acquisitions, to fund research and development, intellectual property development, preclinical expenses, or for other corporate purposes. We have broad discretion with respect to the actual use of the net proceeds from the ATM Program.
2024 Public Offering
The following table provides an update on the use of net proceeds raised in the 2024 bought deal financing as disclosed in our prospectus supplement dated March 25, 2024, along with actual amounts expended (in millions of Canadian dollars):
| | Estimated Amount to | | Actual Amount | | Remaining Amount |
Principal Purpose | | be Expended | | Expended | | to be Expended |
Outsourcing Phase 1b/2a clinical trial in SCI |
| 6.8 |
| 6.8 |
| — |
Research and development activities to support activities in other indications |
| 6.7 |
| 6.7 |
| — |
General and administrative costs |
| 5.1 |
| 5.1 |
| — |
General corporate purposes |
| 0.1 |
| 0.1 |
| — |
Balance December 31, 2025 |
| 18.7 |
| 18.7 |
| — |
The use of net proceeds from previous financings disclosed in our prospectus supplement dated March 25, 2024, have been substantially expended as planned.
DISCLOSURE OF OUTSTANDING SHARE DATA
The following details our share capital structure as of the date immediately preceding the date of this MD&A:
| | Common Shares | | Warrants | | Common Share | | |
| |
| | Issued and | | Issued and | | Purchase | | Retention |
| Performance |
| | Outstanding | | Outstanding | | Options | | Securities | | Share Units |
Balance December 31, 2024 |
| 70,333,149 |
| 10,093,750 |
| 11,777,700 |
| 590,000 | | |
Balance December 31, 2025 |
| 79,649,257 |
| 11,339,848 |
| 9,275,900 |
| 491,667 | | |
Balance October 15, 2026 |
| 107,616,412 |
| 34,982,426 |
| 7,770,995 |
| — | | 308,568 |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 21 |
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
The Company’s certifying officers, based on their knowledge, having exercised reasonable diligence, are also responsible to ensure that these filings do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by these filings, and these consolidated financial statements together with the other financial information included in these filings. The Board approved the consolidated financial statements and MD&A and ensures that management has discharged its financial responsibilities.
RISKS AND UNCERTAINTIES
An investment in the Common Shares of NervGen involves a high degree of risk and should be considered speculative. An investment in the Common Shares should only be undertaken by those persons who can afford the total loss of their investment. Investors should carefully consider the risks and uncertainties set forth below, under the heading “Risk Factors” found in the AIF, as well as other information described elsewhere in this MD&A. Additional risks and uncertainties not presently known to us or that we believe to be immaterial may also adversely affect our business. If any such risks occur, our business, financial condition and results of operations could be seriously harmed, and you could lose all or part of your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of our Common Shares could decline. We operate in a highly competitive environment that involves significant risks and uncertainties, some of which are outside of our control.
SUBSEQUENT EVENTS
Subsequent to December 31, 2025, the Company:
(a) | received cash proceeds of $4,966,237 from the exercise of 4,045,000 stock options. |
(b) | received cash proceeds of $1,024,095 from the exercise of 357,422 warrants. |
(c) | entered into an employment agreement with Dr. Adam Rogers, under which he was appointed President and Chief Executive Officer of both NervGen US Inc. and NervGen Pharma Corp., with terms including a US$350,000 annual base salary, participation in incentive and benefits programs, and equity awards consisting of stock options, fully vested shares, and performance-based restricted stock units. |
(d) | announced that its Common Shares will be voluntarily delisted from the TSX-V effective March 16, 2026. Concurrently, the Company’s ATM Program was terminated on March 12, 2026. Through March 12, 2026, we issued and sold 949,945 Common Shares under the ATM Program at a weighted average price of $2.92 per Common Share, for aggregate gross proceeds of $2,775,746. We also paid cash placement fees of $55,515 to the Agent resulting in aggregate net proceeds of $2,720,230. |
| (e) | entered into an employment agreement with Dr. Keith Vendola on April 27, 2026, under which he was appointed Chief Financial Officer of the Company, with terms including a US$515,000 annual base salary, participation in incentive and benefits programs, and equity awards consisting of stock options, fully vested shares, and performance-based restricted stock units. |
| (f) | closed, on May 22, 2026, a public offering of 24,000,000 units at a price of US$2.50 per unit for aggregate gross proceeds of US$60 million (approximately $82.9 million). Each unit consisted of one Common Share and one Common Share purchase warrant. Each warrant is exercisable into one Common Share at a price of US$3.68 until May 22, 2031. The Company paid cash commissions of $4,972,478 to the underwriters and incurred $826,671 in other share issue costs. |
| (g) | filed, on July 2, 2026, a prospectus supplement that, together with the Base Shelf, qualified the distribution of up to US$50.0 million in Common Shares under an at-the-market equity program that allows the Company to issue and sell Common Shares to the public from time to time through an agent, at the Company’s discretion and subject to regulatory requirements. |
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 22 |
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluations of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures and our ICFR are designed to be effective in providing reasonable, not absolute, assurance that the objectives of our control systems have been met.
In connection with the restatement of the Company’s audited annual financial statements for the year ended December 31, 2025 and its unaudited interim financial statements for the quarter ended June 30, 2026, management evaluated the effectiveness of the Company’s ICFR and disclosure controls and procedures (DC&P). The restatement corrected errors arising from the miscalculation of annualized volatility, an input in the Black-Scholes-Merton valuation model used to measure the fair value of the Company’s warrant derivative liabilities and share-based compensation.
Disclosure controls and procedures
In connection with the restatement the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. Due to the material weakness described below, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025.
Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ICFR is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. Because of its inherent limitations, ICFR may not prevent or detect misstatements.
In connection with the restatement, management assessed the effectiveness of ICFR as of December 31, 2025 using the criteria in Internal Control: Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the material weakness described below. Based on this assessment, management concluded that ICFR was not effective as of December 31, 2025.
Material weakness
Management identified a material weakness in the design of the Company’s controls over the review of the calculation of the share option and warrant derivative values, and classification of share-issuance costs. Specifically, (i) the management review control did not identify an error in a spreadsheet formula used to calculate annualized volatility, a key input in the Black-Scholes-Merton valuation model; and (ii) responsibility for preparing and reviewing complex accounting matters was concentrated in a small number of finance personnel, which reduced the attention available to prepare and review these estimates and did not provide sufficient segregation of duties. As a result, the error was not detected on a timely basis and resulted in a material misstatement in the Company’s previously issued financial statements.
Impact
The material weakness resulted in misstatements of warrant derivative liabilities, unrealized gains and losses on warrant derivatives, stock-based compensation expense, common shares in equity, stock-based payment reserve in equity, and accumulated deficit in equity, in the Company’s previously issued financial statements. The Company has restated its audited annual financial statements for the year ended December 31, 2025, including the 2024 comparative figures and the January 1, 2024 opening balances, and its unaudited interim financial statements for the quarter ended June 30, 2026, as described in Note 4 of the audited consolidated financial statements. The restatement is non-cash and does not affect the Company’s cash, cash equivalents or cash runway. Management has not identified misstatements in other accounts however, the material weakness could result in a misstatement of these accounts or related disclosures that would cause a material misstatement of the annual or interim financial statements that would not be prevented or detected on a timely basis.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 23 |
Remediation
Management, with the oversight of the Audit Committee, has taken or is taking the following actions:
| ● | The Company is preparing a documented valuation methodology memo that addresses how key inputs, including expected volatility, are derived, which is expected to address deficiencies in the design of the review control over valuations. The Company’s Accounting Manager is preparing the memo, which will be reviewed by the Corporate Controller. The Company expects this memo to be completed before the Company files its financial statements for the period ending September 30, 2026 and applied in each valuation. |
| ● | The Company hired an Accounting Manager, who started on October 5, 2026 and will prepare the valuations of options and warrants beginning with the third quarter of 2026. The Corporate Controller will review each valuation, including an independent recalculation of key inputs to address the deficiency identified in the operating effectiveness of the review control over valuations. |
| ● | The Company is evaluating an equity management system to serve as the system of record for equity and warrant instruments. |
| ● | The Company hired a Director of Contracts, who started on August 12, 2026 and assumed responsibilities previously performed by the Corporate Controller. This was intended to give the finance team more capacity and a better segregation of duties for complex accounting matters. |
Timing
Management will consider the material weakness remediated when the new controls have operated effectively for a sufficient period and management has concluded, through testing, that they are operating effectively. The Company cannot assure when remediation will be complete.
Attestation Report
This annual MD&A does not include an attestation report of the Company’s registered public accounting firm on ICFR.
Changes in internal control over financial reporting
Management is implementing the remediation measures. No change in ICFR during the quarter ended December 31, 2025 materially affected, or is reasonably likely to materially affect, ICFR.
OTHER INFORMATION
Additional information relating to the Company, including our most recently filed AIF, is available for viewing on our website at www.nervgen.com, and under our profile on SEDAR+ at www.sedarplus.ca, and included in our Form 40-F filed with the SEC.
NERVGEN PHARMA CORP. 2025 Q4 MD&A | 24 |
Exhibit 99.4
Consent of Independent Registered Public Accounting Firm
The Board of Directors
NervGen Pharma Corp.
We consent to the use of our report dated October 16, 2026 on the amended and restated consolidated financial statements of NervGen Pharma Corp. (the “Entity”) which comprise the consolidated statements of financial position as of December 31, 2025 and 2024, the related consolidated statements of loss and comprehensive loss, shareholders’ equity and cash flows for each of the years then ended, and the related notes (collectively the “consolidated financial statements”) which is included in the Annual Report on Form 40-F/A (Amendment No. 1) of the Entity for the fiscal year ended December 31, 2025.
We also consent to the incorporation by reference of such report in the Registration Statement (No. 333-296217) on Form F-10, and in the Registration Statement (No. 333-292927) on Form S-8 of the Entity.
/s/ KPMG LLP
Chartered Professional Accountants
October 16, 2026
Vancouver, Canada
Exhibit 99.5
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Rogers, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F of NervGen Pharma Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 16, 2026 | | |
| | |
/s/ Adam Rogers | | |
Name: | Adam Rogers | |
Title: | Chief Executive Officer | |
| (principal executive officer) | |
Exhibit 99.6
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Keith Vendola, certify that:
1. I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F of NervGen Pharma Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 16, 2026 | | |
| | |
/s/ Keith Vendola | | |
Name: | Keith Vendola | |
Title: | Chief Financial Officer | |
| (principal financial officer) | |
Exhibit 99.7
NERVGEN PHARMA CORP.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Amendment No. 1 to the Annual Report of NervGen Pharma Corp. (the “Company”) on Form 40-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 16, 2026 | | |
| | |
/s/ Adam Rogers | | |
Name: | Adam Rogers | |
Title: | Chief Executive Officer | |
| (principal executive officer) | |
| | |
Date: October 16, 2026 | | |
| | |
/s/ Keith Vendola | | |
Name: | Keith Vendola | |
Title: | Chief Financial Officer | |
| (principal financial officer) | |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of NervGen Pharma Corp. 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 the Report), irrespective of any general incorporation language contained in such filing.