NervGen Pharma Announces US$10 Million Non-Brokered Private Placement to Support Anticipated Nasdaq Listing and Advance NVG-291 Development

Rhea-AI Summary

NervGen (OTCQB:NGENF) announced a non-brokered private placement to raise up to US$10.05 million via issuance of up to 4,785,715 units at US$2.10 per unit. Each Unit includes one common share and one-half warrant; each whole warrant is exercisable at US$2.65 for 36 months.

Proceeds are intended to advance the company’s clinical development of NVG-291 and support an anticipated Nasdaq listing. Related parties, including officers and directors, are expected to participate. Closing is subject to TSXV approval and is expected on or about November 19, 2025. Securities will be subject to a four-month-plus-one-day hold.

Positive

• Financing committed for up to US$10.05M
• Units priced at US$2.10 with US$2.65 warrants
• Proceeds earmarked for NVG-291 clinical development
• Planned Nasdaq listing to broaden U.S. investor access
• Participation from specialized investor SCI Ventures

Negative

• Related-party participation constitutes a related party transaction
• Securities not registered for sale in the U.S.
• Offering subject to TSXV approval and closing risk

Vancouver, British Columbia--(Newsfile Corp. - November 18, 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 it is conducting a non-brokered private placement (the "Non-Brokered Unit Offering") to certain institutional investors and other accredited investors. The financing will include participation from new and existing investors, including SCI Ventures and the Paul and Phyllis Fireman Charitable Foundation.

SCI Ventures, the world's first specialist venture fund focused on paralysis, is supported by leading SCI foundations and philanthropic organizations. Its partners include the Christopher & Dana Reeve Foundation, Wings for Life, the International Spinal Research Trust, Promobilia, and the Shepherd Center. In addition to capital, SCI Ventures brings forth a global network of clinicians, researchers, regulators, and community leaders dedicated to advancing meaningful innovation in SCI. Their involvement will reflect a shared commitment with NervGen to advance NVG-291 and accelerate the path from breakthrough science to real-world impact for people living with SCI.

"We're proud to support NervGen as they build on the momentum of their recent successful clinical trial and prepare for an anticipated Nasdaq listing. Spinal cord injury impacts over 20 million people globally, with lifetime care costs exceeding $6 million per patient in the U.S. alone. The NervGen team has demonstrated strong clinical execution, and we believe NVG-291 has the potential to become the first approved regenerative drug for chronic spinal cord injury," said Adrien Cohen, Founding Managing Director of SCI Ventures.

"The expected financing from both longstanding shareholders and new, mission-driven investors, including SCI Ventures, reflects growing conviction in our clinical progress and long-term strategic direction. These proceeds will support both the continued advancement of NVG-291 and an anticipated listing onto Nasdaq, a step that would broaden access to U.S. investors and strengthen our position ahead of key clinical and regulatory milestones," said Adam Rogers, MD, Interim Chief Executive Officer. "NervGen is entering a defining stage in its evolution into a late-stage, execution-focused biotech company, and this financing will mark the start of a pivotal chapter as we continue advancing NVG-291 with urgency in service of our mission to transform the lives of individuals living with SCI."

Pursuant to the Non-Brokered Unit Offering, NervGen will issue up to 4,785,715 units of the Company (the "Units") at a price of US$2.10 per Unit for aggregate gross proceeds of up to US$10,050,000. Each Unit will consist of one common share of NervGen (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). The Warrants will be valid for 36 months following the closing of the Non-Brokered Unit Offering and each Warrant will be exercisable for one Common Share at an exercise price of US$2.65.

NervGen intends to use the proceeds from the Non-Brokered Unit Offering toward advancing the Company's NVG-291 clinical development program and for general corporate purposes.

Officers and members of the Company's board of directors, including NervGen's Chairman and Interim Chief Executive Officer (the "Related Parties"), are expected to participate in the Non-Brokered Unit Offering. Such participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9. The Company is exempt from the formal valuation requirement and minority shareholder approval requirement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the securities to be issued to Related Parties and the consideration paid by Related Parties is not expected to exceed 25% of the Company's market capitalization.

The Non-Brokered Unit Offering is subject to the approval of the TSX Venture Exchange and is expected to close on or about November 19, 2025. All of the Securities issued pursuant to the Non-Brokered Unit Offering will be subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The securities offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About NVG-291

NervGen holds exclusive worldwide rights to NVG-291, a first- and potential best-in-class therapeutic peptide targeting nervous system repair. 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 to promote nervous system repair 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. Enrollment in the subacute cohort (20-90 days post-injury) of the trial is ongoing, and more information about participation in the subacute study is available at www.connectscistudy.com. 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

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 potential proceeds to be raised, the participation by SCI Ventures and other investors, the planned use of proceeds and expected closing date of the Non-Brokered Unit Offering; the ability to satisfy the requirements for listing the Company's common shares onto Nasdaq; the Company's potential best-in-class candidate, NVG-291; the potential broad therapeutic applications of NVG-291;the Company's mission of transforming the lives of individuals living with spinal cord injury; the objectives, planned clinical endpoints and timing and final results from the Company's Phase 1b/2a clinical trial of NVG-291 in individuals with spinal cord injury; the future development plans and benefits of NVG-291; and the creation of neuroreparative therapeutics to promote nervous system repair in settings of neurotrauma and neurologic disease. 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: 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/275085

FAQ

How much is NervGen (NGENF) raising in the November 2025 private placement?

NervGen is raising up to US$10.05 million through a non-brokered unit offering.

What are the unit and warrant terms in NervGen's (NGENF) offering?

Each Unit is US$2.10 and includes one share plus one-half warrant; warrants exercisable at US$2.65 for 36 months.

What will NervGen (NGENF) use the private placement proceeds for?

Proceeds will fund advancement of NVG-291 clinical development and general corporate purposes, including an anticipated Nasdaq listing.

When is NervGen's (NGENF) private placement expected to close?

The offering is expected to close on or about November 19, 2025, subject to TSXV approval.

Are company insiders participating in NervGen's (NGENF) financing?

Yes; officers and board members are expected to participate, which the company classifies as a related party transaction.

Will NervGen (NGENF) securities be available to U.S. investors after the offering?

The securities are not registered under the U.S. Securities Act and may not be offered or sold in the U.S. without registration or an exemption.