STOCK TITAN

NervGen Pharma gives notice of auditor change

KPMG Canada agreed with the notice; KPMG US agreed with statements 2 and 3 pertaining to it.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

NERVGEN Pharma Corp. (NGEN) gave notice of a change of auditor dated September 15, 2026. KPMG LLP (Canada) agreed with the notice. KPMG LLP (US) agreed with statements 2 and 3 pertaining to it, but said it was not in a position to agree or disagree with statements 1, 4 and 5, or the parts of statement 3 that did not pertain to it.

Positive

  • None.

Negative

  • None.

Filing Explained

Form 6-K is an interim report for a foreign private issuer; here, NervGen furnishes its auditor-change notice and both auditor letters, but incorporates only exhibits 99.1 and 99.2—not the U.S. auditor’s exhibit 99.3—into its F-10 and S-8 registration statements from submission, unless superseded.

Notice of Change of Auditor regulatory
"Notice of Change of Auditor"
A notice of change of auditor is a formal announcement that a company is switching the independent firm that reviews and signs off on its financial reports. Investors care because the auditor is the third-party check on a company’s numbers; changing that checker can be like hiring a new doctor or inspector — it can indicate routine rotation, a desire for a fresh view, or potential disagreements about past accounting, and it can affect confidence in the reliability and continuity of financial information.
National Instrument 51-102 regulatory
"Pursuant to National Instrument 51-102"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
incorporated by reference regulatory
"are incorporated by reference into the Registrant’s Registration Statement"
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates

 

 

 

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 September 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

 

 

 

 

INCORPORATION BY REFERENCE

 

Exhibits 99.1 and 99.2 of this Report on Form 6-K are incorporated by reference into the Registrant’s Registration Statement on Form F-10 (File No. 333-296217) and the Registrant’s Registration Statements on Form S-8 (File Nos. 333-292927 and 333-295632), 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  
   
99.1 Notice of Change of Auditor, dated September 15, 2026
99.2 Response Letter of KPMG LLP (Canada)
99.3 Response Letter of KPMG LLP (US)

 

 

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.

 

  NERVGEN PHARMA CORP.
     
Date: September 24, 2026 By: /s/ Keith Vendola
    Name: Keith Vendola
    Title: Chief Financial Officer

 

 

Exhibit 99.1

 

NERVGEN PHARMA CORP.

 

NOTICE OF CHANGE OF AUDITOR
(National Instrument 51-102 – Continuous Disclosure Obligations)

 

TO: Ontario Securities Commission
  British Columbia Securities Commission
  Alberta Securities Commission
  Financial and Consumer Affairs Authority of Saskatchewan
  Manitoba Securities Commission
  Autorité des marchés financiers
  Financial and Consumer Services Commission (New Brunswick)
  Nova Scotia Securities Commission
  Office of the Superintendent of Securities, Service Newfoundland and Labrador
  Office of Superintendent of Securities, Government of Prince Edward Island
  Office of Superintendent of Securities, Northwest Territories
  Office of the Yukon Superintendent of Securities
  Nunavut Securities Office
   
AND TO: KPMG LLP (US) (“KPMG US”)
  KPMG LLP (Canada) (“KPMG Canada”)
   
RE: Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)

 

NervGen Pharma Corp. (the “Company”) hereby gives notice pursuant to section 4.11 of NI 51-102 as follows:

 

1.Effective September 15, 2026 (the “Effective Date”), KPMG Canada has resigned as auditor of the Company at the request of the Company.

 

2.KPMG US has been appointed as auditor of the Company to fill the vacancy, to hold office commencing on the Effective Date until the close of the next annual meeting of shareholders of the Company.

 

3.The resignation of KPMG Canada and appointment of KPMG US were considered and approved by the Company's audit committee and board of directors.

 

4.There have been no modified opinions in the reports from KPMG Canada on the Company’s financial statements for the period commencing at the beginning of the Company’s two most recently completed financial years and ending on the Effective Date.

 

5.In the opinion of the Company, as at the date hereof, there have been no reportable events (as defined in NI 51-102) in connection with the audits for the period commencing at the beginning of the Company’s two most recently completed financial years and ending on the Effective Date.

 

 

DATED this 15th day of September, 2026.

 

  NERVGEN PHARMA CORP.
       
       
  By: /s/Keith Vendola
    Name: Keith Vendola
    Title: Chief Financial Officer

  

[Signature Page to Notice of Change of Auditor]

 

 

 

Exhibit 99.2

 

 

KPMG LLP

PO Box 10426 777 Dunsmuir Street

Vancouver BC V7Y 1K3

Canada

Telephone (604) 691-3000

Fax (604) 691-3031

 

Ontario Securities Commission

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Service Newfoundland and Labrador

Office of Superintendent of Securities, Government of Prince Edward Island

Office of Superintendent of Securities, Northwest Territories

Office of the Yukon Superintendent of Securities

Nunavut Securities Office

 

September 15, 2026

 

Dear Sir/Madam,

 

Re: Notice of Change of Auditor of NervGen Pharma Corp.

 

We have read the Notice of Change in Auditor submitted to KPMG LLP by NervGen Pharma Corp. dated September 15, 2026 (the “Notice”), and are in agreement with the statements contained in the Notice.

 

Yours very truly,

 

 

Chartered Professional Accountants

  

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global
organization of independent member firms affiliated with KPMG International Limited, a
private English company limited by guarantee. KPMG Canada provides services to
KPMG LLP. Document classification: Confidential.

 

 

 

 

Exhibit 99.3

 

 

KPMG LLP

505 Howard Street

Suite 800

San Francisco, CA 94105

 

September 15, 2026

 

Ontario Securities Commission

British Columbia Securities Commission

Alberta Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Manitoba Securities Commission

Autorité des marchés financiers

Financial and Consumer Services Commission (New Brunswick)

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Service Newfoundland and Labrador

Office of Superintendent of Securities, Government of Prince Edward Island

Office of Superintendent of Securities, Northwest Territories

Office of the Yukon Superintendent of Securities

Nunavut Securities Office

 

Dear Sir/Madam,

 

Re: Notice of Change of Auditor of NervGen Pharm Corp.

 

Pursuant to National Instrument 51-102 (Part 4.11), we have read the Notice of Change in Auditor submitted to KPMG LLP (US) by NervGen Pharma Corp. dated September 15, 2026 (the “Notice”), and are in agreement with statements 2 and 3 of the Notice pertaining to KPMG LLP (US). We are not in a position to agree or disagree with statements 1, 4, 5 and those not pertaining to KPMG LLP (US) in statement 3 of the Notice.

 

Very truly yours,

 

KPMG LLP, a Delaware limited liability partnership, and its subsidiaries are part of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. 

 

 

Filing Exhibits & Attachments

3 documents

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