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

Executive Summary

• NervGen Pharma Corp. announced a non‑brokered private placement of up to 4,785,715 units at US $2.10 per unit, targeting aggregate gross proceeds of up to US $10.05 million.
• The offering includes participation from new investor SCI Ventures and existing shareholders; each unit consists of one common share plus half a warrant exercisable at US $2.65 for 36 months.
• Proceeds will be used to advance the NVG‑291 clinical development program and for general corporate purposes, including preparation for an anticipated Nasdaq listing.

Key Details

• Units Offered: Up to 4,785,715 units (each = 1 common share + ½ warrant).
• Price per Unit: US $2.10.
• Total Gross Proceeds Target: Up to US $10,050,000.
• Warrant Terms: Each warrant valid for 36 months from closing; exercisable at US $2.65 per common share.
• Closing Date: Expected on or about November 19, 2025, subject to TSX Venture Exchange approval.
• Hold Period: Securities subject to a four‑month and one‑day hold period under Canadian securities law.
• Investors: New participation from SCI Ventures (specialist paralysis fund) and the Paul & Phyllis Fireman Charitable Foundation; existing shareholders also participating.
• Use of Proceeds: Advance NVG‑291 clinical development, support general corporate purposes, and facilitate a planned Nasdaq listing.
• Related Party Transaction: Officers and board members (including Chairman/Interim CEO) will participate; exemption from valuation and minority approval under MI 61‑101 because consideration does not exceed 25% of market cap.

Notable Quotes

• Adrien Cohen, Founding Managing Director, SCI Ventures: “We’re proud to support NervGen… NVG‑291 has the potential to become the first approved regenerative drug for chronic spinal cord injury.”
• Adam Rogers, MD, Interim CEO, NervGen: “The expected financing … reflects growing conviction in our clinical progress and long‑term strategic direction… this financing will mark the start of a pivotal chapter.”