UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number: 001-43048
NERVGEN PHARMA
CORP.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name)
112-970 Burrard Street, Unit 1290
Vancouver, British Columbia, Canada V6Z 2R4
Telephone: (778) 731-1711
(Address and telephone number of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
EXPLANATORY NOTE
Voluntary Delisting from TSX Venture Exchange
On March 12, 2026, NervGen Pharma Corp. (the “Company”)
announced it will voluntarily delist the common shares of the Company from the TSX Venture Exchange (the “TSXV”) effective
as of the close of trading on March 16, 2026. The Company’s common shares will no longer be traded on the TSXV but will continue
to trade on the Nasdaq Capital Market under the symbol “NGEN.” A copy of the press release announcing the delisting is included
in the Company’s material change report filed hereto as Exhibit 99.1.
The information contained in the press release
is summary information that is intended to be considered in the context of our Securities and Exchange Commission filings and other public
announcements that we may make, by press release or otherwise, from time to time. We undertake no duty or obligation to publicly
update or revise such information, except as required by law.
INCORPORATION BY REFERENCE
This Report on Form 6-K, including Exhibit 99.1, is incorporated
by reference into the registrant’s Registration Statement on Form F-10 (File No. 333-292197),
to be a part thereof from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit |
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| 99.1 |
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Material Change Report, dated March 13, 2026. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NERVGEN PHARMA CORP. |
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| Date: March 13, 2026 |
By: |
/s/ Adam Rogers |
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Name: |
Adam Rogers |
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Title: |
Chief Executive Officer |
Exhibit 99.1
Form 51-102F3
MATERIAL CHANGE REPORT
| Item 1. | Name and Address of Reporting Issuer |
NervGen Pharma Corp. (“NervGen” or the “Company”)
112-970 Burrard Street, Unit 1290
Vancouver, BC V6Z 2R4
| Item 2. | Date of Material Changes |
March 12, 2026
A news release announcing
the material change was disseminated on March 12, 2026 through GlobeNewswire’s distribution network and a copy filed on NervGen’s
SEDAR+ profile at www.sedarplus.ca.
| Item 4. |
Summary of Material Changes |
On March 12, 2026, the Company announced
that it has elected to voluntarily delist its common shares from TSX Venture Exchange (“TSXV”), effective at the close
of markets on March 16, 2026.
| Item 5. |
Full Description of Material Changes |
On March 12, 2026, the Company announced
that it has elected to voluntarily delist its common shares from TSXV, effective at the close of markets on March 16, 2026.
This strategic decision reflects NervGen’s
continued maturity and aligns with the Company’s evolution as it enters late-stage development for NVG-291. Following a comprehensive
evaluation, the Company determined that maintaining a dual listing on TSXV does not justify the associated costs and administrative requirements.
The voluntary delisting is intended to eliminate duplicative exchange fees, reduce legal, accounting, and regulatory complexity, and enable
greater management focus on clinical execution and long-term shareholder value creation.
All shareholders, including Canadian shareholders,
will continue to maintain full trading access of their common shares on Nasdaq. No action is required by shareholders in connection with
the voluntary delisting. Shareholders with account-specific questions are encouraged to contact their respective brokers.
The voluntary delisting from TSXV was
approved by the Company's Board of Directors. In accordance with TSXV policies, shareholder approval is not required as the Company’s
common shares are listed on an acceptable alternative market. NervGen will continue to be a reporting issuer under applicable securities
laws in all provinces and territories of Canada.
In connection with the voluntary delisting
from TSXV, the Company has terminated its previously announced at-the-market equity program (the “ATM Program”), launched
on December 19, 2025. From January 1, 2026, through March 12, 2026, the Company issued 245 common shares under the ATM Program at a weighted
average price of $6.20 per common share, for aggregate net proceeds of $1,489.
| Item 6. |
Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7. |
Omitted Information |
No information has been omitted on the
basis that it is confidential information.
| Item 8. |
Executive Officer |
William Adams, Chief Financial
Officer
112-970 Burrard Street, Unit 1290
Vancouver, BC V6Z 2R4
March 13, 2026
