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 June 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
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. 333-296217)
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from the date on which this Report on Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or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
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| 99.1 |
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Material Change Report, dated June 1, 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: June 1, 2026 |
By: |
/s/ Keith Vendola |
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Name: Keith Vendola |
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Title: Chief Financial Officer |
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Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1: |
Name and Address of Company |
NervGen Pharma Corp. (“NervGen”
or the “Company”)
112-970 Burrard Street
Unit 1290
Vancouver, BC V6Z 2R4
| Item 2: |
Date of Material Change |
May 21, 2026
A news release announcing the material
change was disseminated on May 21, 2026 through Newsfile Corp’s distribution network, and a copy was subsequently filed on
NervGen’s SEDAR+ profile at www.sedarplus.ca.
| Item 4: |
Summary of Material Change |
On May 21, 2026 the Company announced
the pricing of an underwritten public offering (the “Offering”) of 24,000,000 common shares of the Company (the “Common
Shares”) and accompanying warrants to purchase up to 24,000,000 Common Shares (the “Warrants”). The Common
Shares are being sold at a public offering price of US$2.50 per Common Share and Warrant (the “Offering Price”). Each
Warrant has an exercise price of US$3.68 per Common Share, and will be immediately exercisable from the date of issuance, and will expire
five years from the date of issuance.
The gross proceeds from the Offering,
before deducting underwriting discounts and commissions and offering expenses and excluding any proceeds from the exercise of the Warrants,
is approximately US$60.0 million.
| Item 5.1: |
Full Description of Material Change |
On May 21, 2026, the Company announced
the pricing of the Offering of 24,000,000 Common Shares and Warrants at the Offering Price. Each Warrant has an exercise price of US$3.68
per Common Share, and will be immediately exercisable from the date of issuance, and will expire five years from the date of issuance
The gross proceeds from the Offering,
before deducting the underwriting discounts and commissions and offering expenses and excluding any proceeds from the exercise of the
Warrants, is approximately US$60.0 million.
Leerink Partners LLC and TD Securities
(USA) LLC acted as joint bookrunning managers for the Offering.
NervGen intends to use the net proceeds
from the Offering, together with its existing cash and cash equivalents, to advance NVG-291 through clinical studies and for general corporate
and working capital purposes.
PFP Biosciences Holdings LLC ("PFP
Biosciences"), an insider of the Company, participated in the 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 PFP Biosciences and the consideration paid by PFP Biosciences does not exceed 25% of the Company's market capitalization.
Prior to the Offering, PFP Biosciences
owned and controlled 14,688,673 Common Shares, representing 17.87% of the issued and outstanding Common Shares and 7,344,335 Warrants.
Immediately following the Offering, PFP
Biosciences owned and controlled 15,488,673 Common Shares, representing 14.58% of the issued and outstanding Common Shares, and 8,144,335
Warrants. The Warrants held by PFP Biosciences contain a restriction on exercise of the Warrants that limits the holder thereof from owning
more than 19.99% of the Common Shares of the Company.
PFP Biosciences acquired the Common Shares
and Warrants for investment purposes and may acquire or dispose of securities of the company in the future in accordance with applicable
securities laws.
The Offering was approved by the board
of directors of the Company and a pricing committee of the board of directors, and no materially contrary view was expressed nor was there
any material disagreement in the approval process adopted by the directors. The Company did not file a material change report more than
21 days before the expected closing of the Offering as the details of the Offering and the participation therein by PFP Biosciences was
not settled until shortly prior to closing of the Offering and the Company wished to close on an expedited basis for sound business reasons.
| Item 5.2: |
Disclosure of Restructuring Transactions |
Not applicable.
| Item 6: |
Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7: |
Omitted Information |
Not applicable.
| Item 8: |
Executive Officer |
Keith Vendola, Chief Financial Officer
112-970 Burrard Street
Unit 1290
Vancouver, BC V6Z 2R4
June 1, 2026
