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

Executive Summary

• NervGen Pharma Corp. completed a non‑brokered private placement of 4,785,674 units at US$2.10 per unit, raising approximately US$10.05 million in gross proceeds.
• Each unit consists of one common share and half of 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.

Key Details

• Units Issued: 4,785,674
• Price per Unit: US$2.10
• Aggregate Gross Proceeds: US$10,049,915
• Unit Composition: 1 common share + ½ warrant (each whole warrant exercisable into one common share at US$2.65).
• Warrant Terms: Valid for 36 months; exercise price US$2.65 per share.
• Use of Proceeds: Advancement of NVG‑291 clinical development program; general corporate purposes.
• Related Party Participation: Entities associated with PFP Biosciences Holdings LLC purchased 1,809,524 units (exceeding 2% of outstanding common shares), triggering an early‑warning filing requirement.
• Post‑Offering Ownership (PFP Biosciences): Controls 14,708,673 common shares (18.8% of issued/outstanding) and 7,344,335 warrants; subject to a restriction limiting ownership to < 19.99% of common shares.
• Hold Period: All securities are subject to a four‑month‑and‑one‑day hold period under Canadian securities law.
• Regulatory Notices: Early warning report to be filed on SEDAR+; securities not registered in the United States and may not be offered there absent exemption.

Notable Quotes

(No direct quotes were provided in the release.)