NervGen Pharma Announces Proposed Amendment to Warrants

Rhea-AI Summary

NervGen Pharma (OTCQB:NGENF) intends to amend 5,075,000 common share purchase warrants issued July 13, 2022. The proposed amendment converts the exercise price denomination from US$1.75 to the Canadian equivalent of C$2.44 to align with the company's functional currency and simplify accounting.

All other warrant terms remain unchanged. The amended terms are subject to acceptance by the TSX Venture Exchange.

Positive

• 5,075,000 warrants targeted for denomination alignment
• Exercise price adjusted to C$2.44 to match functional currency
• Announced intent to simplify the company’s accounting treatment

Negative

• Amendment is subject to TSXV acceptance, so approval is not guaranteed
• No change to exercise price economic terms could leave foreign‑exchange exposure intact for holders

Vancouver, British Columbia--(Newsfile Corp. - December 12, 2025) - NervGen Pharma Corp. (TSXV: NGEN) (OTCQB: NGENF) ("NervGen" or the "Company"), a clinical-stage biopharmaceutical company developing first-in-class neuroreparative therapeutics for spinal cord injury (SCI) and other traumatic and neurologic disorders, today 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 amended 2022 Warrant terms remain subject to acceptance by the TSX Venture Exchange.

About NVG-291
NervGen holds exclusive worldwide rights to NVG-291, a first- and potential best-in-class therapeutic peptide enabling the nervous system to repair itself. NVG-291's technology is licensed from Case Western Reserve University and is based on academic studies that demonstrated 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 implicated mechanisms include the promotion of neuronal sprouting, or plasticity, remyelination, and promotion of a non-inflammatory phenotype in the microglial cells. NervGen has received Fast Track designation from the FDA and Orphan Designation from the EMA for NVG-291 in individuals with spinal cord injury.

About NervGen
NervGen (TSXV: NGEN) (OTCQB: NGENF) is a clinical-stage biopharmaceutical company dedicated to developing innovative therapies that enable the nervous system to repair itself in settings of neurotrauma and neurologic disease. The Company is evaluating the clinical efficacy of its first- and potential best-in-class lead candidate, NVG-291, in the Phase 1b/2a CONNECT SCI Study in spinal cord injury. For more information about NervGen, visit www.nervgen.com and follow NervGen on X and LinkedIn for the latest news on the company.

Contacts

Huitt Tracey, Investors
htracey@nervgen.com
604.537.2094

David Schull or Ignacio Guerrero-Ros, Ph.D., Media
Russo Partners
David.Schull@russopartnersllc.com
Ignacio.Guerrero-Ros@russopartnersllc.com
858.717.2310

Bill Adams, Chief Financial Officer
info@nervgen.com
778.731.1711

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note and Forward Looking-Statements
This news release may contain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation (collectively, "forward-looking statements"). Such forward-looking statements herein include but are not limited to, the Company's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, or any other future events or developments constitute forward-looking statements, and the words "may", "will", "would", "should", "could", "expect", "plan", "intend", "trend", "indication", "anticipate", "believe", "estimate", "predict", "likely" or "potential", or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to: the intention of the Company to proceed with the Warrant amendments and the Company receiving TSX-V approval of such amendments. Forward-looking statements are based on estimates and assumptions made by the company in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. In making forward-looking statements, the Company has relied on various assumptions, including, but not limited to: that we will receive the necessary regulatory approvals for Warrant amendments; its ability to obtain future funding on favorable terms, if at all; the accuracy of its financial projections; obtaining positive results in its clinical trials; its ability to obtain necessary regulatory approvals; its ability to arrange for the manufacturing of its product candidates and technologies; and general business, market and economic conditions. Many factors could cause the Company's actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation, a lack of revenue, insufficient funding, reliance upon key personnel, the uncertainty of the clinical development process, competition, and other factors set forth in the "Risk Factors" section of the Company's most recently filed prospectus supplement, short form base shelf prospectus, annual information form, financial statements and management discussion and analysis all of which can be found on NervGen's profile on SEDAR+ at www.sedarplus.ca. All clinical development plans are subject to additional funding. Readers should not place undue reliance on forward-looking statements made in this news release. Furthermore, unless otherwise stated, the forward-looking statements contained in this news release are made as of the date of this news release, and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277979

FAQ

What change did NervGen (NGENF) propose for the 2022 warrants on December 13, 2025?

NervGen proposed changing the 2022 warrant exercise price denomination from US$1.75 to the Canadian equivalent of C$2.44 for 5,075,000 warrants.

Will the economic terms of NGENF's 2022 warrants change after the amendment?

No, the announcement says all other terms and conditions remain unchanged; only the denomination is being adjusted.

Does the amendment of NGENF warrants affect accounting treatment?

Yes, the company said the denomination change is intended to align with its functional currency and simplify accounting.

Is TSXV approval required for NervGen's warrant amendment (NGENF)?

Yes, the amended 2022 warrant terms are subject to acceptance by the TSX Venture Exchange.

How many warrants does NervGen plan to amend and from what placement?

The company intends to amend 5,075,000 warrants issued pursuant to a private placement of units that closed on July 13, 2022.