SUPPL 1 tm2615031d3_suppl.htm SUPPL

Filed Pursuant to General Instruction II.L of Form F-10

File No. 333-292197

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement (the “Prospectus Supplement”), together with the amended and restated short form base shelf prospectus dated December 15, 2025 (the “Shelf Prospectus”) to which it relates, as may be amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein or therein, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See “Plan of Distribution”.

Information has been incorporated by reference in this Prospectus Supplement, and in the accompanying Shelf Prospectus to which it relates from documents filed with securities commissions or similar authorities in the provinces and territories of Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer of NervGen Pharma Corp. at 112-970 Burrard Street, Unit 1290, BC V6Z 2R4 (Telephone (778) 731-1711), and are also available electronically under the Company’s profile on the System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca and the Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) at www.sec.gov.

PROSPECTUS SUPPLEMENT
TO AN AMENDED AND RESTATED SHORT FORM BASE SHELF PROSPECTUS DATED DECEMBER 15, 2025

New Issue

May 21, 2026

24,000,000 Common Shares
Warrants to Purchase up to  24,000,000 Common Shares

We are qualifying for distribution 24,000,000 of our common shares and accompanying warrants to purchase up to 24,000,000 of our common shares (the “Offering”). Each common share is being offered and sold together with an accompanying warrant to purchase one common share at a combined offering price of US$2.50.

The common shares, on the one hand, and the accompanying warrants, on the other hand, are immediately separable and will be issued separately, but can only be purchased together in the Offering. Each warrant will have an exercise price per common share equal to US$3.68. The warrants will expire on the date that is five years after the date of issuance, subject to the ownership limitation described in this Prospectus Supplement. The warrants are only “net exercisable” until we register the common shares underlying such warrants with the U.S. Securities and Exchange Commission (the “SEC”), unless exercised pursuant to an available exemption under the Securities Act of 1933, as amended (the “Securities Act”). See “Risk Factors”.

Our common shares are listed on Nasdaq Capital Market (“Nasdaq”) under the symbol “NGEN”. On May 20, 2026, the closing price of the common shares on Nasdaq was US$3.74 per common share. We have submitted a notification of listing to list the common shares and the common shares issuable upon exercise of the warrants on Nasdaq. Listing on the Nasdaq will be subject to us fulfilling all of the listing requirements of the Nasdaq. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to list the warrants on Nasdaq or any other national securities exchange or nationally recognized trading system. This may affect the pricing of the warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such warrants and the extent of issuer regulation. See “Plan of Distribution” and “Risk Factors”.

The common shares and warrants will be offered and sold in the United States by Leerink Partners LLC and TD Securities (USA) LLC (the “U.S. Underwriters”) and in Canada by TD Securities Inc. (the “Canadian Underwriter”, and together with the U.S Underwriters, the “Underwriters”) pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among us and the Underwriters. The Offering of common shares and warrants is being made concurrently in the United States under the terms of our U.S. Registration Statement on Form F-10, as amended by Amendment No. 1 to Form F-10 (File No. 333-292197) (the “U.S. Registration Statement”) filed with and declared effective by the SEC and each of the provinces and territories of Canada, under the terms of this Prospectus Supplement. The Underwriters will offer and sell the common shares and warrants in the United States and in each of the provinces and territories of Canada, except Quebec, either directly or through duly registered United States or Canadian broker dealer affiliates or agents, as applicable. The U.S. Underwriters are not registered to sell securities in any Canadian jurisdiction and, accordingly, will not, directly or indirectly, solicit offers to purchase, sell or distribute the common shares and warrants in Canada and will act as the underwriters for us only in respect of the offer, sale and distribution of the common shares and warrants in the United States. See “Plan of Distribution”.

An investment in our securities is speculative and bears significant risks. See “Risk Factors” beginning on page S-16 of this Prospectus Supplement and page 14 of the accompanying Shelf Prospectus and in the other documents that are incorporated by reference herein, including the Risk Factors in our most recent Form 40-F or quarterly filing with the SEC, before investing in our securities. You should read the entire Prospectus Supplement and the accompanying Shelf Prospectus, including any information incorporated by reference herein or therein, carefully before you make your investment decision.

The Offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system (“MJDS”) adopted by the United States and Canada, to prepare this Prospectus Supplement and the Shelf Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have been prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) and are subject to Canadian and United States auditing and auditor independence standards and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition of securities described herein and the exercise of the warrants may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully in this Prospectus Supplement and the Shelf Prospectus. You should read the tax discussion under the headings “Certain U.S. Federal Income Tax Considerations” and “Certain Canadian Federal Income Tax Considerations” in this Prospectus Supplement and consult your own tax advisor with respect to your own particular circumstances.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that we exist under the laws of Canada, that some of our directors are residents of Canada, that some of the experts named in this Prospectus Supplement and the Shelf Prospectus may not be residents of the United States, and that all or a substantial portion of our assets and said persons’ assets may be located outside the United States.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR HAS THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING SHELF PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”) and as such, we have elected to comply with certain reduced U.S. public company reporting requirements.


Offering Price US$2.50 per Common Share and Accompanying Warrant

	Per Common Share and Accompanying Warrant⁽¹⁾		Total⁽²⁾
Public Offering Price	US$	2.50	US$	60,000,000
Underwriting Discounts and Commissions⁽²⁾	US$	0.15	US$	3,600,000
Net proceeds to NervGen Pharma (before expenses)	US$	2.35	US$	56,400,000

(1)

We intend to allocate US$1.29 of the offering price as consideration for the issuance of the common share and US$1.21 as consideration for the issuance of the accompanying warrant.

(2)

The Underwriters will receive a cash commission (the “Underwriters’ Fee”) equal to 6% of the gross proceeds of the Offering. Additionally, we have agreed to reimburse the Underwriters for certain expenses related to the Offering. See “Plan of Distribution”.

Closing of the Offering is expected to occur on or about May 26, 2026, or such other date as we and the Underwriters may agree (the “Closing Date”).

The Underwriters, as principals, conditionally offer the securities subject to prior sale if, as and when issued by NervGen. Subject to the terms and conditions set forth in the Underwriting Agreement, the Underwriters have agreed, severally and not jointly, to purchase all of the securities sold under the Underwriting Agreement, if any of the securities are purchased. If an Underwriter defaults, the Underwriting Agreement provides that the purchase commitments of the non-defaulting Underwriters may be increased or the Underwriting Agreement may be terminated. After the initial offering of the securities, the public offering price, concession or any other term of the Offering may be changed by the Underwriters. See “Plan of Distribution”.

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Certain legal matters related to the Offering of securities are being passed upon on behalf of NervGen by Blake, Cassels & Graydon LLP, with respect to matters of Canadian law, and by Paul Hastings LLP, with respect to matters of U.S. law, and on behalf of the Underwriters by Mintz LLP with respect to matters of Canadian law, and by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to matters of U.S. law.

It is expected that the common shares will be delivered in book-entry form only through the facilities of the Depository Trust Company at closing of the Offering. Certificates representing the warrants will be in definitive form and available for delivery to purchasers at closing of the Offering. We expect that delivery of the securities will be made against payment therefor on or about the Closing Date. Investors who wish to trade securities prior to the Closing Date should consult their own advisors. See “Plan of Distribution.”

Our head office is located at 112-970 Burrard Street, Unit 1290, Vancouver, British Columbia, V6Z 2R4 and our registered and records offices are located at 1133 Melville Street, Suite 3500, The Stack, Vancouver BC V6E 4E5, Canada. Our telephone number is (778) 731-1711.

Investors are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See “Risk Factors — Enforcement of Judgments Against Foreign Persons may not be Possible” in this Prospectus Supplement. Dr. Adam Rogers, Dr. Randall E. Kaye, Ms. Krista McKerracher and Mr. Craig Thompson, who serve on our board of directors, reside outside of Canada and have appointed NervGen Pharma Corp., 112-970 Burrard Street, Unit 1290, Vancouver, British Columbia, V6Z 2R4, as agent for service of process. See “Agent for Service of Process”.

All references in this Prospectus Supplement to “dollars”, “C$”, or “$” are to Canadian dollars, unless otherwise stated. References to “US$” or “US dollars” are to United States dollars.

Joint Book-Running Managers

Leerink Partners

TD Cowen

Prospectus Supplement dated May 21, 2026

TABLE OF CONTENTS

Prospectus Supplement

	Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT	S-1

Forward-Looking Statements	S-2

Exchange Rate Information	S-6

Documents Incorporated by Reference	S-7

Documents Filed as Part of the U.S. Registration Statement	S-8

the COMPANY	S-8

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS	S-9

SUMMARY OF THE OFFERING	S-14

Risk Factors	S-16

Use of Proceeds	S-20

Description of the Offering	S-21

CONSOLIDATED CAPITALIZATION	S-25

TRADING PRICE AND VOLUME	S-26

Prior Sales	S-26

Certain U.S. Federal Income Tax Considerations	S-28

Certain Canadian Federal Income Tax Considerations	S-39

ELIGIBILITY FOR INVESTMENT	S-43

PLAN OF DISTRIBUTION	S-44

Where You Can Find Additional Information	S-49

MARKETING MATERIALS	S-49

LEGAL MATTERS AND INTEREST OF EXPERTS	S-50

Auditors, TRANSFER AGENT AND REGISTRAR	S-50

Agent for Service of Process	S-50

EXEMPTIVE RELIEF	S-50

PURCHASERS’ STATUTORY RIGHTS	S-50

ENFORCEABILITY OF CIVIL LIABILITIES	S-51

TABLE OF CONTENTS

Amended and Restated Base Shelf Prospectus

GENERAL MATTERS	1

ADDITIONAL INFORMATION	11

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	11

THE COMPANY	11

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS	12

RISK FACTORS	14

USE OF PROCEEDS	65

EARNINGS COVERAGE	65

CONSOLIDATED CAPITALIZATION	65

OUTSTANDING SECURITY DATA	66

PRIOR SALES	67

MARKET FOR SECURITIES	67

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED	67

PLAN OF DISTRIBUTION	77

CERTAIN INCOME TAX CONSIDERATIONS	79

AGENT FOR SERVICE OF PROCESS	80

AUDITORS, TRANSFER AGENT AND REGISTRAR	80

LEGAL MATTERS	80

EXEMPTION FROM NATIONAL INSTRUMENT 44-101	80

WHERE YOU CAN FIND MORE INFORMATION	80

ENFORCEABILITY OF CIVIL LIABILITIES	81

PURCHASERS’ STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION	81

CERTIFICATE OF THE COMPANY	C-1

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and the method of distribution of the securities offered herein, and supplements and updates information regarding NervGen contained and incorporated by reference in the Shelf Prospectus. The second part, the accompanying Shelf Prospectus, gives more general information about securities we may offer from time to time, some of which may not apply to the Offering. Both documents contain important information you should consider when making your investment decision. This Prospectus Supplement and any free writing prospectus is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering. If information in this Prospectus Supplement is inconsistent with the Shelf Prospectus or the information incorporated by reference in the Shelf Prospectus, you should rely on the information with the more recent date. You should read this Prospectus Supplement and the accompanying Shelf Prospectus, including the information incorporated by reference in the Shelf Prospectus and this Prospectus Supplement, together with the additional information about us to which we refer you in the section of this Prospectus Supplement entitled “Where You Can Find Additional Information”.

You should rely only on the information contained in this Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference in the Shelf Prospectus and this Prospectus Supplement. Neither we nor the Underwriters have authorized anyone to provide you with different information. If anyone provides you with any different or inconsistent information, you should not rely on it. We are offering the securities only in jurisdictions where such offers are permitted by law.

You should assume that the information contained in this Prospectus Supplement, the Shelf Prospectus, the documents incorporated by reference in the Shelf Prospectus and this Prospectus Supplement and in any free writing prospectus is accurate only as of their respective dates, regardless of the time of delivery of this Prospectus Supplement and the accompanying Shelf Prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in this Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference in the Shelf Prospectus were obtained from market research, publicly available information and industry publications. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed.

In this Prospectus Supplement, “NervGen”, the “Company”, “we”, “us”, and “our” refer to NervGen Pharma Corp. and its subsidiaries.

This Prospectus Supplement and the accompanying Shelf Prospectus may contain company names, product names, trade names, trademarks and service marks of other organizations, all of which are the property of their respective owners.

This document is part of a U.S. Registration Statement. This Prospectus Supplement, the Shelf Prospectus and the documents incorporated by reference herein and therein are part of the U.S. Registration Statement. This Prospectus Supplement and the Shelf Prospectus do not contain all of the information set forth in the U.S. Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the schedules or exhibits that are part of the U.S. Registration Statement. Investors in the United States should refer to the U.S. Registration Statement and the exhibits thereto for further information with respect to NervGen and the securities offered herein.

Neither we nor any of the Underwriters have taken any action to permit a public offering of the securities or the possession or distribution of this Prospectus Supplement in any jurisdiction where action for that purpose is required, other than the United States and the provinces and territories of Canada, except Québec. You are required to inform yourselves about and to observe any restrictions relating to the Offering and the distribution of this Prospectus Supplement.

Forward-Looking Statements

This Prospectus Supplement, the Shelf Prospectus, the documents incorporated by reference herein and therein and in any free writing prospectus contain “forward-looking statements” within the meaning of U.S. securities laws and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, the “forward-looking statements”). Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing and other information that is not historical information. These statements appear in a number of different places in this Prospectus Supplement and can often be identified by words such as “anticipates”, “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, “will”, “could”, “may”, or their negatives or other comparable words. Such forward-looking statements are necessarily based on estimates and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

Forward-looking statements in this Prospectus Supplement and in any free writing prospectus, including the documentation incorporated by reference herein, include, but are not limited to, statements relating to:

our intended use of proceeds raised from the Offering;

the closing of the Offering;

our ability to register the common shares underlying the warrants in a timely manner, if ever;

the liquidity and market price of our common shares;

expectations regarding the sufficiency of our capital resources and requirements for additional capital;

the requirements for, and the ability to obtain, future funding on favourable terms or at all, and the intended use of proceeds from such financings;

our business strategy;

the future loss of our foreign private issuer status;

expected future loss and accumulated deficit levels;

projected financial position and estimated cash expenditure rate;

expectations about the timing of achieving milestones and the cost of our development programs;

estimates of the size and characteristics of the potential markets for our product candidates;

observations and expectations regarding the effectiveness and durability of drug candidates, NVG-291 and NVG-300, and the potential benefits to patients;

ability to successfully develop NVG-291 and NVG-300;

the term of NVG-291’s and NVG-300’s intellectual property protection;

our plans to develop NVG-291 and other potential drug candidates in our clinical development programs;

our plans to develop additional proprietary compounds that address nervous system repair;

expectations and intended benefits of memorandums of understanding and agreements entered into with third parties;

expectations about the timing with respect to commencement and completion of clinical trials;

expectations about the timing and future plans with respect to preclinical studies;

expectations regarding the objectives, endpoints and evaluation criteria of our ongoing and anticipated clinical trials;

expectations relating to the removal of the partial clinical trial hold initiated by the U.S. Food and Drug Administration (“FDA”);

S-2

expectations regarding interactions with the FDA regarding future clinical development of our product candidates, including potential accelerated pathways;

expected results of toxicology studies with respect to NVG-291 and other potential drug candidates;

expectations about our product candidates’ safety and efficacy;

our ability to identify and secure sources of non-dilutive funding for the development of our product candidates and technologies;

expectations regarding our ability to arrange for the manufacturing of our product candidates and technologies;

expectations regarding the cost, progress and successful and timely completion of the various stages of the regulatory approval process;

expectations about the potential benefits of Fast Track designation for NVG-291 in the treatment of chronic tetraplegia;

ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies;

our strategy to acquire and develop new product candidates and technologies and to enhance the safety and efficacy of existing products and technologies;

our plans to market, sell and distribute our products and technologies, if approved;

expectations regarding the acceptance of our products and technologies by the market, if approved;

expectations regarding the use of our products and technologies in treating diseases and medical disorders;

ability to retain and access appropriate staff, management, and expert advisers;

expectations with respect to existing and future contractual obligations, corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements;

our strategy and ability with respect to the protection of our intellectual property; and

the impact of pandemics or any escalation thereof on our operations.

Such statements reflect our current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements. In making the forward-looking statements included in this prospectus, we have made various material assumptions, including but not limited to:

the market’s responsiveness to the Offering;

our ability to obtain financing on acceptable terms;

additional sources of funding, including grants and funding from partners;

S-3

our ability to attract and retain skilled staff;

favourable general business and economic conditions;

our future research and development plans proceeding substantially as currently envisioned;

our ability to obtain positive results from our research and development activities, including clinical trials;

future expenditures to be incurred by us;

research and development and operating costs;

our ability to find partners in the pharmaceutical industry;

the products and technology offered by our competitors;

the impact of competition on our operations;

our ability to identify additional product candidates;

our ability to obtain regulatory and other approvals to commence additional clinical trials involving current and future product candidates;

our ability to successfully out-license or sell our future products, if any, and in-license and develop new products;

our ability to protect our patents and proprietary rights;

expected research and development tax credits; and

our ability to successfully transition to a domestic filer after the loss of our foreign private issuer status.

In evaluating forward-looking statements, current and prospective shareholders should specifically consider various factors, including the risks outlined herein under the heading “Risk Factors” in the Prospectus Supplement, the accompanying Shelf Prospectus, in the documents incorporated by reference herein and therein and in any free writing prospectus. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Prospectus Supplement, in our annual information on Form 40-F for the year ended December 31, 2025, in our other filings with the Canadian securities regulatory authorities and in the our filings with the SEC, and in particular those factors referenced in the section “Risk Factors”. Certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties related to the fact that:

if you purchase securities in the Offering, you will experience immediate and substantial dilution in investment. You will experience further dilution if we issue additional equity securities in future financing transactions;

we will have broad discretion over the use of the net proceeds from the Offering and may not use these proceeds in a manner desired by our shareholders;

the market price of the common shares has been and is likely to continue to be volatile and an investment in common shares may suffer a decline in value;

S-4

there will be no market through which the warrants may be sold and purchasers may not be able to resell the warrants purchased in the Offering;

the warrants will only be “net exercisable” until the common shares underlying the warrants have been registered;

until a holder of warrants acquires common shares upon exercise of warrants, such holder will have no rights with respect to the common shares underlying such warrants;

there is no assurance of a sufficient liquid trading market for the common shares in the future;

enforcement of judgments against foreign persons may not be possible;

we currently qualify as a foreign private issuer and are eligible to use the MJDS but we expect to lose our foreign private issuer status, which will result in significantly increased compliance obligations and costs;

we have a limited operating history and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict its future success and viability;

since our inception, we have incurred significant net losses and expect to continue to incur significant net losses for the foreseeable future and we may never achieve or maintain profitability;

positive results from early preclinical studies and clinical trials of our current or future product candidates are not necessarily predictive of the results of later preclinical studies and clinical trials of its current or future product candidates. If we cannot replicate the positive results from our preclinical studies or early clinical trials of our current or future product candidates, we may be unable to successfully raise sufficient financing to develop, obtain regulatory approval for and commercialize our current or future product candidates;

we are substantially dependent on the success of our lead product candidate, NVG-291 for the treatment of chronic tetraplegia, which we anticipate initiating a registrational Phase 3 study for in mid-2026. If we are unable to complete development of, obtain approval for and commercialize NVG-291 for chronic tetraplegia in a timely manner, our business will be harmed;

there are currently no FDA-approved products for the treatment of chronic tetraplegia;

our use of third parties to manufacture our product candidates may increase the risk that we will not have sufficient quantities of our product candidates, or necessary quantities of such materials on time or at an acceptable cost;

we rely on third parties to assist in conducting our clinical trials. If they do not perform satisfactorily, we may not be able to obtain regulatory approval or commercialize our product candidates, or such approval or commercialization may be delayed, and our business could be substantially harmed;

even if our product candidates receive regulatory approval, they will be subject to significant post marketing regulatory requirements and oversight;

obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions;

S-5

interim, “topline,” and preliminary data from our clinical trials that we announce or publish from time to time may change as more participant data becomes available and are subject to audit and verification procedures that could result in material changes in the final data;

if we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our future licensors, we could lose license rights that are important to our business;

our success depends on our ability to protect our intellectual property and our proprietary technologies;

we depend heavily on our executive officers, principal consultants and others, and the loss of their services would materially harm our business; and

our business entails a significant risk of product liability and if we are unable to obtain sufficient insurance coverage such inability could have an adverse effect on our business and financial condition.

These and other factors are described in detail in the Shelf Prospectus and our filings with the SEC (available through EDGAR at www.sec.gov) and the Canadian securities regulatory authorities (available on SEDAR+ at www.sedarplus.ca.).

If one or more of these risks or uncertainties or a risk that is not currently known to us materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from those expressed or implied by forward-looking statements. Accordingly, investors are cautioned not to put undue reliance on forward-looking statements. We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf.

All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as may be required by securities laws.

Exchange Rate Information

The consolidated financial statements incorporated by reference into this Prospectus Supplement and the other documents incorporated by reference into this Prospectus Supplement, and the financial data derived from those consolidated financial statements included in this Prospectus Supplement, are presented in Canadian dollars, unless otherwise specified, and have been prepared in accordance with IFRS.

The following table lists, for each period presented, the high and low exchange rates, the average of the exchange rates during the period indicated, and the exchange rates at the end of the period indicated, for one Canadian dollar, expressed in United States dollars, based on the closing exchange rate published by the Bank of Canada for the applicable periods.

	Year Ended December 31,						Three Months Ended March 31,
	2023		2024		2025		2026
Lowest rate during the period	US$	0.7207	US$	0.6937	US$	0.6848	US$	0.7174
Highest rate during the period	US$	0.7617	US$	0.7510	US$	0.7376	US$	0.7399
Rate at the end of the period	US$	0.7561	US$	0.6950	US$	0.7296	US$	0.7174
Average rate for the period	US$	0.7410	US$	0.7302	US$	0.7157	US$	0.7290

S-6

On May 20, 2026, the daily average exchange rate as quoted by the Bank of Canada was C$1.00 = U.S.$0.7272 (U.S.$1.00 = C$1.3751).

Documents Incorporated by Reference

This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purposes of the Offering.

We are incorporating by reference in this Prospectus Supplement certain information contained in documents filed by us with the securities regulatory authorities in the provinces and territories of Canada. Copies of the documents incorporated by reference herein may be obtained on request without charge from our Chief Financial Officer at 112-970 Burrard Street, Unit 1290, Vancouver, British Columbia V6Z 2R4, Telephone: (778) 731-1711.

In addition to our continuous disclosure obligations under the securities laws of provinces and territories of Canada, we are subject to certain of the information requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith we file and furnish reports and other information with the SEC. Under MJDS, some reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we may not be required to publish financial statements as promptly as U.S. companies. You may read any document that we file with or furnish to the SEC on EDGAR at www.sec.gov.

These documents are also available through the internet under our profile on SEDAR+ at www.sedarplus.ca. The following documents, filed with the various securities commissions or similar authorities in each of the provinces and territories of Canada, and filed with, or furnished to, the SEC are specifically incorporated by reference into and form an integral part of the Prospectus Supplement:

our annual information form dated March 31, 2026 for the fiscal year ended December 31, 2025 (the “AIF”);

our audited annual consolidated financial statements for the fiscal years ended December 31, 2025 and 2024, together with the notes thereto and the report of independent registered public accounting firm thereon;

the management’s discussion and analysis of financial condition and results of our operations for the fiscal year ended December 31, 2025;

our unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026, together with the notes thereto (the “Interim Financial Statements”);

the management’s discussion and analysis of financial condition and results of our operations for the three months ended March 31, 2026 (the “Interim MD&A”);

the management information circular dated March 13, 2026, distributed in connection with our annual general meeting of shareholders held on April 23, 2026;

the material change report dated January 8, 2026, announcing the approval of the common shares for listing on the Nasdaq;

the material change report dated February 17, 2026, announcing the retirement of Bill Adam as our Chief Financial Officer;

the material change report dated March 13, 2026, announcing our voluntary delisting of the common shares from the TSX-V; and

10.

the material change report dated April 27, 2026, announcing the hiring of Keith Vendola as our Chief Financial Officer.

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Material change reports (other than confidential reports), business acquisition reports, interim financial statements, annual financial statements, annual information forms and all other documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, filed by us with a securities commission or similar regulatory authority in Canada after the date of this Prospectus Supplement and before completion or withdrawal of the Offering, will be deemed to be incorporated by reference into this Prospectus Supplement.

In addition, to the extent that any document or information incorporated by reference into this Prospectus Supplement is included in any report on Form 6-K, Form 40-F or Form 20-F (or any respective successor form) that is filed with or furnished to the SEC by us after the date of this Prospectus Supplement, such document or information shall be deemed to be incorporated by reference as an exhibit to the U.S. Registration Statement of which this Prospectus Supplement forms a part. In addition, we may incorporate by reference into this Prospectus Supplement or the U.S. Registration Statement of which it forms a part, other information from documents that we will file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act, if and to the extent expressly provided therein.

Any statement contained in this Prospectus Supplement, the Shelf Prospectus, a document incorporated or deemed to be incorporated by reference in the Prospectus Supplement or in any free writing prospectus shall be deemed to be modified or superseded for the purposes of the Prospectus Supplement to the extent that a statement contained in this Prospectus Supplement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus Supplement modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document or statement that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Shelf Prospectus.

Documents Filed as Part of the U.S. Registration Statement

IN ADDITION TO THE DOCUMENTS SPECIFIED IN THIS PROSPECTUS SUPPLEMENT AND IN THE ACCOMPANYING SHELF PROSPECTUS UNDER “DOCUMENTS INCORPORATED BY REFERENCE”, THE FOLLOWING DOCUMENTS HAVE BEEN OR WILL BE FILED WITH THE SEC AS PART OF THE U.S. REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING SHELF PROSPECTUS FORMS A PART: (I) THE FORM OF UNDERWRITING AGREEMENT; (II) THE FORM OF WARRANT; (III) POWERS OF ATTORNEY FROM OUR DIRECTORS AND OFFICERS; AND (IV) THE CONSENT OF KPMG LLP.

the COMPANY

Name, Address and Incorporation

We were incorporated under the Business Corporations Act (British Columbia) on January 19, 2017 under the name “1104403 B.C. Ltd.”. On November 15, 2017, we changed our name to “NervGen Pharma Corp.”

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On March 15, 2019, our common shares began trading under the symbol “NGEN” on the TSXV. On May 3, 2019, our common shares began trading on the over-the-counter OTCQB® Venture Market under the symbol “NGENF”. On January 8, 2026, our common shares ceased trading on the OTCQB and began trading under the symbol “NGEN” on the Nasdaq. On March 16, 2026, our common shares ceased trading on TSX-V.

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS

Overview of NervGen Pharma Corp.

Neurotraumatic and neurologic conditions impose a major global health challenge, profoundly altering the lives of millions of people worldwide. Following a neurotraumatic event, or the progression of neurologic conditions, the body responds via natural protective mechanisms, including the upregulation of an inhibitory class of molecules known as chondroitin sulfate proteoglycans (“CSPGs”), which prevent the nervous system from repairing itself. There are currently no approved therapies available that enable the nervous system to repair itself or enable individuals to regain clinically meaningful measures of function, independence, or quality of life.

NervGen is a clinical-stage biopharmaceutical company developing first-in-class neuroreparative therapeutics for chronic tetraplegia, and other neurotraumatic and neurologic conditions. Our principal business activity is the discovery, development and commercialization of pharmaceutical products that may enable the nervous system to repair itself, with our initial focus on chronic tetraplegia. We are also utilizing our intellectual property and know-how to develop our products for other related medical conditions.

We currently have no commercial products or services and do not generate operating revenues. The development of pharmaceutical products and the receipt of the necessary regulatory approvals required for commercialization typically involve lengthy and uncertain processes. As a result, no near-term revenues from product sales or services are expected.

Pipeline

NVG-291 for the Treatment of Spinal Cord Injury

Tetraplegia

Tetraplegia disrupts the transmission of signals between the brain and the body, resulting in partial or complete loss of motor, sensory, and/or autonomic function (such as bladder control) below the site of injury. Tetraplegia most commonly occurs at the cervical level of the spinal cord and results in paralysis affecting all four limbs and the torso. Tetraplegia can be classified as either a complete injury, involving a total loss of sensation and voluntary motor function below the injury site, or incomplete, in which partial neural signaling is preserved and limited sensory and voluntary motor function may remain below the level of injury.

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In the majority of cases, tetraplegia results from physical trauma, including falls, motor vehicle accidents, sports-related injuries, or other traumatic events. Tetraplegia may also arise from non-traumatic causes, such as infections, surgical complications, vascular insufficiency, tumors or underlying disease processes (e.g. stroke or demyelinating disorders). According to data retrieved from the National Spinal Cord Injury Statistical Center:

approximately 312,000 Americans are living with spinal cord injury, of which approximately 150,000 are classified as incomplete tetraplegia;

approximately 18,500 new spinal cord injuries occur each year, of which approximately 9,000 are classified as incomplete tetraplegia; and

the approximate average lifetime costs for people living with spinal cord injury is up to US$8.3 million, inclusive of direct and indirect costs, as well as depending on the severity of the injury and age.

Individuals living with spinal cord injury experience significant employment decline, ranging from approximate 65% at the time of injury to approximately 28% at 20 years post-injury. These individuals experience clinical depression, associated with loss of independence and reduced quality of life, with depression rates reported at approximately 30%. We believe chronic tetraplegia represents a $20 billion market opportunity.

Standard of Care for Spinal Cord Injury

The current approach to treating spinal cord injury focuses on preventing further injury acutely, followed by rehabilitation and empowering spinal cord injury patients to live with injury as actively and productively as possible. There are no approved pharmacologic agents available to repair nervous system damage and allow an individual to regain key bodily functions, such as movement, bladder control, bowel control and sexual function.

The ability to regain functional hand use is reported to be the top priority for improvement in patients with tetraplegia, with 77% of people with tetraplegia expecting improvement in hand function to strengthen their overall quality of life.

NVG-291 for the Treatment of Chronic Tetraplegia

Our lead drug candidate, NVG-291, is a 35 amino acid synthetic peptide composed of a cell-penetrating transactivator of transcription (“TAT”) sequence fused to a sequence derived from the wedge domain of protein tyrosine phosphatase sigma (“PTPσ”). NVG-291 is the first candidate targeting the inhibitory CSPG-PTPσ molecular pathway.

Preclinical Data

In our preclinical studies, NVG-291 demonstrated the ability to alleviate the inhibitory effects of the CSPG-PTPσ pathway on axonal growth in cell cultures of rodent and human neurons, and restored durable function in chronic traumatic spinal cord injury rodent models, including significant motor recovery in forelimb function, toe clearance and observable hind limb function.

Clinical Data

In June 2025, we announced positive topline results from the chronic cohort of our Phase 1b/2a CONNECT SCI study evaluating our lead product candidate, NVG-291, as a potential treatment for chronic tetraplegia. The Phase 1b/2a CONNECT SCI study enrolled 20 patients, randomized at 1:1, where patients received daily subcutaneous injections for 12 weeks. Co-primary endpoints were motor evoked potential (“MEP”) amplitude in the first dorsal interosseus (“FDI”) and/or the tibialis anterior (“TA”) at Week 12. Select secondary and exploratory endpoints included, the Graded Redefined Assessment of Strength, Sensibility, and Prehension (“GRASSP”), Patient Global Impression of Change (“PGIC”), lower extremity spasticity (as measured by the Modified Ashworth Scale), blinded qualitative exit interviews, and Startle-MEP amplitude in the FDI and/or TA.

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The trial met a co-primary endpoint demonstrating improved motor connectivity in individuals with chronic tetraplegia receiving NVG-291 (n=10) compared to placebo (n=10). Data showed that subjects receiving NVG-291 achieved a 5.7-fold increase in the strength of motor connectivity to the FDI, as measured by change in the normalized MEP amplitude (p = 0.0155).

Positive trends were also observed in the secondary endpoint evaluating the change from baseline to Week 12 in GRASSP Quantitative Prehension (“QtP”), a validated measure of fine-motor functional hand use.

NVG-291 was generally well tolerated with an adverse event profile limited to mild/moderate injection site reaction. All subjects completed the 12-week treatment period with 99.8% injection compliance.

In November 2025, we announced expanded CONNECT SCI study data demonstrating durable improvement in function, independence, and quality of life in chronic tetraplegia. In particular, as set forth below, the functional gains in patients receiving NVG-291 were durable and continued to improve at and after Week 16, four-weeks after treatment cessation at Week 12.

NVG-291 participants demonstrated a 2.6-fold greater mean improvement in GRASSP Total Score compared to placebo at Week 16.

Functional hand use improvements were durable and continued to further strengthen post-treatment, with NVG-291 participants experiencing a 3.7-fold greater mean improvement in GRASSP QtP compared to placebo at Week 16 (+3.2-point treatment difference), exceeding the 2.0-point minimally important difference; with the best response (+11 points) being more than 5x the minimally important difference.

Continued improvement in GRASSP QtP to +4.4 points for NVG-291-treated subjects versus +1.2 points for placebo-treated subjects, indicates a sustained treatment effect after treatment cessation and represents a greater than 130% improvement over ARC^EX, currently the only FDA-cleared treatment for tetraplegia, in non head-to-head studies.

Blinded exit interviews conducted up to 364 days after Week 16 (mean: 259 days post-study) revealed that NVG-291 participants reported more consistent, durable, and wide-ranging functional gains, particularly in upper and lower limb movement, compared to placebo.

NVG-291 participants further reported that functional improvements often directly enabled greater daily independence and activity, compared to placebo.

Blinded qualitative exit interviews were conducted by an institutional review board approved clinical research organization. These interviews reinforced and extended the observed quantitative findings, underscoring NVG-291’s potential to deliver clinically meaningful and durable improvements.

NVG-291 participants reported greater overall improvement on the Participant Global Impression of Change scale.

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75% (6/8) of NVG-291 participants reported “very much” or “much” improved overall symptoms compared to 33% (3/9) on placebo.

67% (6/9) of NVG-291 participants reported improved bladder control compared to 22% (2/9) of placebo participants.

56% (5/9) of NVG-291 participants reported reduced muscle spasticity compared to 22% (2/9) of placebo participants.

NVG-291 participants were more likely than placebo to report sustained improvements across key quality of life domains, including reduced reliance on medications or mobility aids, and greater physical activity tolerance.

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NVG-291 treatment produced a statistically significant reduction of hyperactive reticulospinal signaling in both the upper and lower limbs, as measured by startle MEPs:

TA: 142% greater reduction of hyperactive reticulospinal signaling compared to placebo (p=0.0062)

FDI: 48% greater reduction of hyperactive reticulospinal signaling compared to placebo (p=0.0280)

Additional Indications

The robust preclinical efficacy across more than 15 independent and validated models supports NVG-291’s multi-indication potential and we plan to expand NVG-291 into complementary clinical indications, with prioritization of additional indications expected in mid-2026 and initiation of clinical trials for these indications in the first half of 2027.

Recent Developments

FDA Alignment for RESTORE Study

On April 7, 2026, we announced the completion of a successful End-of-Phase 2 meeting with the FDA and alignment on RESTORE, our planned Phase 3 registrational study designed to evaluate NVG-291 for the treatment of chronic tetraplegia. The RESTORE trial is anticipated to enroll approximately 150 chronic tetraplegia subjects (1-10 years post-injury) in a randomized, double-blind, placebo-controlled study. Subjects will be administered daily subcutaneous injections of NVG-291 for 12 weeks, followed by a 4-week observational period. The primary endpoint of the study will be change from baseline to week 12 in GRASSP QtP, a validated measure of functional hand use. RESTORE will be 90% powered to detect a 2.5-point treatment difference in GRASSP QtP at Week 12. Key secondary endpoints will include PGIC and Clinical Global Impression of Change, Spinal Cord Independence Measure, Version-III, and lower extremity spasticity, as measured by the Modified Ashworth Scale. Blinded qualitative interviews will be conducted when exiting the 16-week study period to contextualize the clinical meaningfulness and real-world impact of NVG-291. In addition, an open-label extension for an optional 12-week period may follow the main study, providing access to NVG-291 for all placebo-randomized subjects. Following a successful End-of-Phase 2 meeting and FDA alignment across the proposed study parameters of RESTORE, we elected to conclude enrollment in the Phase 1b/2a CONNECT SCI study in subacute tetraplegia and unblind available data. We expect to initiate the RESTORE study in mid-2026 and complete enrollment by mid-2027.

Biomechanical Analysis

Blinded biomechanical gait analyses were conducted by an independent party motion-specialist group, Newton Tech, with statistics validated by Cedars-Sinai. The analyses examined each participant in the NVG-291 and placebo arms (n=10 in each arm) from our Phase 1/2b CONNECT SCI study across the three biomechanical hallmarks of recovery: coordination, mechanical effort and postural stability. All NVG-291 participants exceeded the pairwise responder threshold across the hallmarks of recovery, compared to just one placebo participant (p = 0.00012). The independent analysis concluded that there was an approximate 73% probability that NVG-291 promoted genuine recovery based on the global statistical test (p = 0.0197), with a 95% confidence interval of the global treatment effect that excludes zero (+0.15, +0.72).

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Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act. Our status as a foreign private issuer also exempts us from compliance with certain laws and regulations of the SEC and certain regulations of The Nasdaq Stock Market. Consequently, even after we no longer qualify as an emerging growth company, we will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our executive officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information.

Foreign private issuers and emerging growth companies also are exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, if we remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

We may take advantage of these exemptions until such time as we no longer qualify as a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We will remain a foreign private issuer until such time that 50% or more of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of the members of our board of directors or our executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.

In addition, as a Canadian issuer that meets the eligibility requirements of the MJDS established by the SEC and the Canadian Securities Administrators, we are currently permitted to prepare our disclosure documents in accordance with Canadian securities laws and to use Canadian disclosure forms and standards, including filing our annual report on Form 40-F incorporating our Canadian Annual Information Form and preparing our management information circular in lieu of a U.S.-style proxy statement.

We have taken advantage of certain of these reduced reporting and other requirements in our filings with the Securities and Exchange Commission. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold equity securities.

We expect to report as a domestic issuer effective January 1, 2027. Loss of foreign private issuer status will also result in the loss of our eligibility to use the MJDS, as MJDS eligibility is conditioned on the issuer qualifying as a foreign private issuer under U.S. securities laws. Following the loss of our foreign private issuer status, we will be required to comply with the reporting and other requirements applicable to U.S. domestic issuers, including filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, complying with the proxy rules under Section 14 of the Exchange Act, and becoming subject to the insider reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, our officers, directors, and principal shareholders will become subject to the reporting requirements of Section 16 of the Exchange Act, and we will be required to comply with Regulation FD, which restricts our ability to selectively disclose material non-public information. See “Risk Factors”.

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SUMMARY OF THE OFFERING

Issuer:		NervGen Pharma Corp.
Common Shares Offered by us:		24,000,000 shares.
Common share warrants offered by us		We are also offering warrants to purchase up to 24,000,000 of our common shares. Each common share is being offered and sold together with an accompanying warrant to purchase one common share. Each warrant will have an exercise price of US$3.68 per common share at a combined offering price of US$2.50. The common shares and the warrants are immediately separable and will be issued separately, but can only be purchased together in the Offering. See “Description of the Offering”.
Exercise of warrants:		The warrants are only “net exercisable” until we register the common shares underlying such warrants with the U.S. Securities and Exchange Commission, unless exercised pursuant to an available exemption under the Securities Act. The warrants will expire on the date that is five years after the date of issuance, subject to the ownership limitation described in this Prospectus Supplement. See “Risk Factors”.
Common Shares to be outstanding immediately after the Offering:		104,990,871 common shares, excluding the common shares issuable upon exercise of the warrants.
Use of Proceeds:		The estimated net proceeds to be received by us from the sale of the securities will be approximately US$55,850,000, after deducting the Underwriters’ Fee of US$3,600,000 and estimated expenses of the Offering, estimated at US$550,000. We intend to use the net proceeds from the Offering, together with our existing cash and cash equivalents, to advance NVG-291 through clinical studies and for general corporate and working capital purposes. See “Use of Proceeds” in this Prospectus Supplement.

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Nasdaq Symbol:

NGEN

There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to list the warrants on Nasdaq or any other national securities exchange or nationally recognized trading system.

Risk Factors:

This investment involves significant risks. See “Risk Factors” on page S-16 of this Prospectus Supplement and under similar headings in the documents incorporated by reference into this Prospectus Supplement for a discussion of the factors you should carefully consider before deciding to invest in the securities.

The above discussion is based on 80,990,871 common shares outstanding as of March 31, 2026, and excludes:

11,043,479 common shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of C$2.89 outstanding as of March 31, 2026;

9,063,038 common shares issuable upon the exercise of stock options outstanding as of March 31, 2026, under our stock option plan, at a weighted average exercise price of C$2.82 per share;

491,667 common shares issuable upon the exercise of retention securities outstanding as of March 31, 2026, with an exercise price of C$1.78 per share;

the issuance of 1,151,212 common shares pursuant to the exercise of outstanding options after March 31, 2026, for net proceeds of C$636,217; and

the issuance of 61,053 common shares pursuant to the exercise of outstanding warrants after March 31, 2026, for net proceeds of C$194,735.

Except as otherwise indicated, the information in this Prospectus Supplement assumes:

no exercise of the outstanding stock options or outstanding warrants after March 31, 2026; and

no exercise of the warrants we are offering in the Offering.

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Risk Factors

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risks set out below, in the Shelf Prospectus and the AIF, the other documents incorporated by reference in this Prospectus Supplement and in any free writing prospectus, that summarize the risks that may materially affect our business before making an investment in our securities. If any of these risks occur, our business, results of operations or financial condition could be materially adversely affected. In that case, the trading price of the securities could decline, and you may lose all or part of your investment. The risks set out in the documents indicated above are not the only risks we face. You should also refer to the other information set forth in this Prospectus Supplement as well as those incorporated by reference herein and therein, including financial statements and the related notes.

Risks Relating to the Offering

If you purchase our common shares and accompanying warrants in the Offering, you will experience immediate and substantial dilution in investment. You will experience further dilution if we issue additional equity securities in future financing transactions.

The combined offering price of our common shares and accompanying warrants in the Offering is substantially higher than the net tangible book value per share of our outstanding common shares. As of March 31, 2026 we had a historical net tangible book value of $5.1 million, which represents our total tangible assets less our total liabilities as of March 31, 2026, or $0.06 per share, which is determined by dividing our total tangible assets, less total liabilities, by the number of common shares outstanding as of March 31, 2026. Giving effect to the issuance of 1,212,265 common shares after March 31, 2026 pursuant to the exercise of outstanding warrants and stock options, our pro forma net tangible book value as of March 31, 2026 would have been $6.0 million, or $0.07 per share. Based on a combined offering price of US$2.50 per common share and accompanying warrant (and assuming no exercise of the warrants being offered in the Offering and that such warrants are classified as and accounted for as equity), our pro forma as adjusted net tangible book value as of March 31, 2026 would have been US$34.8 million, or US$0.33 per common share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of US$0.29 per common share to existing shareholders and an immediate dilution of approximately US$2.17 per common share to new investors participating in the Offering.

In addition, we have a significant number of options and warrants outstanding. To the extent that these have been or may be exercised, investors purchasing in the Offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to shareholders or result in downward pressure on the price of the common shares.

We will have broad discretion over the use of the net proceeds from the Offering and may not use these proceeds in a manner desired by our shareholders.

It is expected that the net proceeds will be used in the manner discussed in “Use of Proceeds”. However, our management will have broad discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditures, and there can be no assurance as to how the funds will be allocated. Because of the number and variability of factors that will determine our use of such proceeds, the ultimate use might vary substantially from our planned use. You may not agree with how we allocate or spend the proceeds from the Offering. We may pursue acquisitions, collaborations or clinical trials that do not result in an increase in the market value of our securities, including the market value of our common shares, and may increase our losses.

There can be no assurance that we will not be a passive foreign investment company for our current or future taxable years, which could result in adverse U.S. federal income tax consequences for U.S. investors in our common shares or the warrants.

We generally will be a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (a “PFIC”) if, for a tax year, (i) 75% or more of our gross income is passive income or (ii) 50% or more of the value of our assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets. “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Pending the use of the net proceeds of the Offering described in “Use of Proceeds,” we may hold or invest all or a portion of the proceeds of the Offering in interest bearing bank accounts. Any interest income resulting from such investments when combined with other sources of passive income may result in an increase in the percentage of our passive income and may result in us being classified as a PFIC for our current or future tax years.

If we are a PFIC for any tax year during which a U.S. Holder (as defined below in “Certain U.S. Federal Income Tax Considerations to U.S. Holders – U.S. Holders”) owns common shares or warrants, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Certain U.S. Federal Income Tax Considerations to U.S. Holders – Passive Foreign Investment Company Rules” below.

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Risks Relating to Ownership of the common shares

The market price of the common shares has been and is likely to continue to be volatile and an investment in common shares may suffer a decline in value.

The market price of the common shares may be volatile. The volatility may affect the ability of holders of common shares to sell the common shares at an advantageous price. Market price fluctuations in the common shares may be due to our operating results failing to meet the expectations of securities analysts or investors in any quarter, downward revision in securities analysts’ estimates, governmental regulatory action, adverse change in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by us or our competitors, along with a variety of additional factors, including, without limitation, those set forth under “Forward-Looking Statements” in this Prospectus Supplement. In addition, the market price for securities in the stock markets, including the Nasdaq have recently experienced significant price and trading fluctuations. These fluctuations have resulted in volatility in the market prices of securities that often has been unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the market price of the common shares. Any negative change in the public’s perception of our prospects could cause the price of the common shares, to decrease dramatically. Furthermore, any negative change in the public’s perception of the prospects of life sciences companies in general could depress the price of the common shares.

There is no assurance of a sufficient liquid trading market for the common shares in the future.

Our shareholders may be unable to sell significant quantities of common shares into the public trading markets without a significant reduction in the price of their common shares, or at all. There can be no assurance that there will be sufficient liquidity of the common shares on the trading market, and that we will continue to meet the listing requirements of the Nasdaq, or achieve listing on any other public listing exchange.

Enforcement of judgments against foreign persons may not be possible.

We are a corporation organized under the provincial laws of British Columbia. Some of our directors, as well as the experts named in this prospectus supplement, reside principally in Canada. Because all or a substantial portion of our assets and the assets of these persons may be located outside of the United States, it may not be possible for you to effect service of process within the United States upon us or those persons. Furthermore, it may not be possible for you to enforce against us or those persons in the United States, judgments obtained in U.S. courts based upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. There is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against us, certain of our directors or the experts named in this Prospectus Supplement.

We currently qualify as a foreign private issuer and are eligible to use the MJDS, but we expect to lose our foreign private issuer status, which will result in significantly increased compliance obligations and costs.

We currently qualify as a "foreign private issuer" as defined in Rule 405 under the Securities Act, and Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of the requirements of the Nasdaq Stock Market, are exempt from certain U.S. securities laws and regulations applicable to U.S. domestic issuers, including the proxy rules under Section 14 of the Exchange Act, the short-swing profit recovery provisions of Section 16 of the Exchange Act, and Regulation FD, and are permitted to file our annual report on Form 40-F rather than Form 10-K and to furnish certain periodic information on Form 6-K rather than on Form 10-Q and Form 8-K.

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We expect to report as a domestic issuer effective January 1, 2027. Loss of foreign private issuer status will also result in the loss of our eligibility to use the MJDS, as MJDS eligibility is conditioned on the issuer qualifying as a foreign private issuer under U.S. securities laws. Following the loss of our foreign private issuer status, we will be required to comply with the reporting and other requirements applicable to U.S. domestic issuers, including filing annual reports on Form 10-K, quarterly reports on Form 10-Q, which will require us to present our financial statements in accordance with U.S. GAAP or to reconcile our financial statements prepared under IFRS to U.S. GAAP, and current reports on Form 8-K, complying with the proxy rules under Section 14 of the Exchange Act, and becoming subject to the insider reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, our officers, directors, and principal shareholders will become subject to the reporting requirements of Section 16 of the Exchange Act, and we will be required to comply with Regulation FD, which restricts our ability to selectively disclose material non-public information.

The transition to domestic issuer status will require us to incur additional legal, accounting, and administrative costs and to devote significant management time and resources to ensure compliance with the applicable requirements. We may face challenges in implementing the systems, processes, and controls necessary to comply with the requirements applicable to domestic issuers in a timely manner. In addition, we will no longer be permitted to follow home country corporate governance practices in lieu of the Nasdaq requirements, which may require us to make changes to our board composition, committee structure, and governance practices. In particular, the transition to Form 10-K reporting will require us to present our financial statements in a format and with the level of detail required under U.S. domestic issuer standards, which may differ materially from our current Canadian disclosure practices. There can be no assurance that we will be able to comply with all applicable requirements on a timely basis or that the costs of compliance will not be greater than anticipated, and any failure to comply could result in regulatory sanctions, delisting, or other adverse consequences.

Risks Relating to the Ownership of Warrants

There is no public market for the warrants being offered in the Offering and we do not expect a market to develop.

There is no public trading market for the warrants being offered in the Offering, and we do not expect a market to develop. In addition, we do not intend to list the warrants on the Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.

The warrants are highly speculative.

The holders of the warrants may exercise their right to acquire the common shares and pay an exercise price per share equal to US$3.68, subject to certain adjustments, prior to five years from the date of issuance, after which date any such unexercised warrants will expire and have no further value. Moreover, following the Offering, the market value of the warrants, if any, is uncertain and there can be no assurance that the market value of such warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of our common shares will ever equal or exceed the exercise price of the warrants, and consequently, it may not ever be profitable for holders of such warrant to exercise them.

Holders of warrants have no rights as a shareholder.

Until a holder of warrants acquires our common shares upon exercise of the warrants, such holder will have no rights with respect to the common shares underlying such warrants. Upon exercise of such warrants, such holder will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.

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Absent an available exemption pursuant to the Securities Act, the warrants are only “net exercisable” until we file a registration relating to the registration of the common shares underlying such warrants.

Following the completion of the Offering, we plan to file with securities regulatory authorities in each of the provinces and territories of Canada and the SEC an additional prospectus supplement to cover the issuance of the common shares issuable upon exercise of the warrants for purposes of applicable U.S. securities laws (such additional registration statement and prospectus supplement will not be filed in respect of, and will not qualify, any distribution of such issuable shares in any province or territory of Canada under applicable Canadian securities laws). Until such time the warrants will only be “net exercisable”, absent an available exemption pursuant to the Securities Act. There is no assurance that we will be able make such filings in a timely manner, if at all, and if made, be able to maintain the effectiveness of the registration statement. Any failure to timely register the common shares underlying the warrants could materially and adversely affect the liquidity and value of your investment.

Significant holders or beneficial holders of our common shares may not be permitted to exercise warrants that they hold.

A holder of a warrant will not be entitled to exercise any portion of such warrant which, upon giving effect to such exercise, would cause (i) the aggregate number of common shares beneficially owned by the holder (together with its affiliates) to exceed, at the election of such holder, 4.99% (or 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed, at the election of such holder, 4.99% (or 9.99%) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, unless such percentage is increased upon 61 days’ prior notice to us, provided however, this percentage may not exceed 19.99%. As a result, you may not be able to exercise your warrants for our common shares at a time when it would be financially beneficial for you to do so. In such circumstance you could seek to sell your warrants to realize value, but you may be unable to do so in the absence of an established trading market for the warrants.

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Use of Proceeds

The estimated net proceeds from the sale of 24,000,000 our common shares and accompanying warrants to purchase up to 24,000,000 of our common shares in the Offering will be approximately US$55.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from the Offering, together with our existing cash and cash equivalents, to advance NVG-291 through clinical studies and for general corporate and working capital purposes. We also intend to allocate such net proceeds as follows:

Principal Purposes		Estimated Amount to be Expended (US$ millions)
Phase 3 RESTORE registrational study of NVG-291		40
General corporate and working capital purposes		16
Total		56

Based on our current plans, we believe that the net proceeds from the Offering, together with our existing cash and cash equivalents, will be sufficient to extend our cash runway into and potentially beyond 2027 and to fund our Phase 3 RESTORE registrational study of NVG-291 through the last-patient-last-visit milestone, which is expected in the second half of 2027. Although we have designed the clinical trials for NVG-291, we rely on contract research organizations and other third parties to assist in managing, monitoring, and otherwise conducting these trials.

While we currently intend to use the net proceeds from the Offering for the purposes described above, the ultimate allocation of such proceeds and the timing of their expenditure will depend on prevailing business conditions, available opportunities, and the progress of our clinical development programs. The amounts and timing of our expenditures will depend on numerous factors, including the results of our research and development efforts; the timing, cost, and success of preclinical studies and ongoing or future clinical trials; the timing of regulatory submissions; our ability to obtain additional financing; and any unforeseen cash requirements. We may use our resources sooner than currently anticipated. See the “Risk Factors” section of this Prospectus Supplement and the documents incorporated by reference herein for a discussion of risks that could adversely affect our business and our available capital resources. We may find it necessary or advisable to use the net proceeds from the Offering for other purposes, and we will retain broad discretion over the use of such proceeds.

Pending the use of proceeds as described herein, we may hold or invest all or a portion of the net proceeds from the Offering in interest-bearing bank accounts, and such funds will be added to our working capital.

Due to the nature of our business as a clinical-stage pharmaceutical company, we generated negative operating cash flow for our most recent fiscal year and expect to continue to generate negative cash flow for the foreseeable future. To the extent we experience negative cash flow in future periods, we may use a portion of our general working capital to fund such deficits. The principal components of the research and development activities expected to be funded by the net proceeds from the Offering are described in the table entitled “Principal Purposes” above.

If our Phase 3 RESTORE registrational study is successful, we intend to submit an NDA to the FDA for approval of NVG-291 for the treatment of chronic tetraplegia. Completion of the NDA filing process will require the generation of additional information, the cost and timing of which cannot be estimated at this time. Based on our current plans, we anticipate needing to raise additional capital to complete the NDA process and, if regulatory approval is obtained, to advance NVG-291 for chronic tetraplegia toward commercialization. In addition, we do not expect that the net proceeds from the Offering, together with our existing cash and cash equivalents, will be sufficient to advance the development of NVG-291 for indications other than chronic tetraplegia. Due to the numerous risks and uncertainties associated with product development—including those related to the successful enrollment and completion of clinical trials—we cannot at this time reasonably estimate the amount of additional funding that will be required to complete development of our product candidates for other indications.

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Description of the Offering

The Offering consists of 24,000,000 of our common shares and accompanying warrants to purchase up to 24,000,000 of our common shares. Each common share is being offered and sold together with an accompanying warrant to purchase one common share at a combined offering price of $2.50.

Common Shares

Our authorized share capital consists of an unlimited number of common shares. As of May 20, 2026, the last trading date before the date of this Prospectus Supplement, we had an aggregate of 82,203,136 fully paid common shares issued and outstanding.

The holders of the common shares are entitled to:

vote at all meetings of our shareholders, except meetings at which only holders of a specified class of shares (of which there is none as at the date of this Prospectus Supplement) are entitled to vote;

receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of our shares (of which there is none as at the date of this Prospectus Supplement), any dividends declared by us; and

receive, subject to the rights, privileges, restrictions and conditions attaching to any other class of our shares (of which there is none in existence as at the date of this Prospectus Supplement), our remaining property upon our liquidation, dissolution or winding-up, whether voluntary or involuntary.

The common shares do not have nor are they subject to:

any pre-emptive, conversion or exchange rights;

any redemption, retraction, purchase for cancellation or surrender provisions but we, if authorized by a resolution of our board of directors (the “Board”), may purchase, redeem or otherwise acquire any of the common shares at the price and upon the terms specified in such resolution;

sinking or purchase fund provisions;

provisions permitting or restricting the issuance of additional securities and any other material restrictions; or

provisions requiring a securityholder to contribute additional capital.

Our Board, by a resolution passed by a majority of the votes cast, may:

establish a maximum number of common shares that we are authorized to issue;

increase, reduce or eliminate the maximum number of common shares if a maximum has been established;

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change all or any of the unissued common shares (which do not have a par value) into shares with par value;

subdivide or consolidate all or any of its unissued, or fully paid issued, common shares into a greater or lesser number of common shares, respectively; and

alter the identifying name of the common shares.

Our shareholders, by a resolution passed by a two-thirds majority of the votes cast, may:

create special rights or restrictions for, and attach those special rights or restrictions to, the common shares;

vary or delete any special rights or restrictions attached to the common shares; and

otherwise alter the common shares or our share structure as permitted under the Business Corporations Act (British Columbia).

Warrants

Form. The warrants will be issued as individual warrant agreements to the investors.

Exercisability. The warrants are only “net exercisable” until we register the common shares underlying such warrants with the SEC, unless exercised pursuant to an available exemption under the Securities Act. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in full in immediately available funds for the number of common shares purchased upon such exercise. As an alternative to payment in immediately available funds, the holder may, in its sole discretion and subject to certain limitations, elect to exercise the warrants through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrants. No fractional common shares will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the fair market value of any such fractional shares

Term. The warrants will expire on May 26, 2031.

Exercise Limitations.   Under the warrants, neither we nor the holder may effect the exercise of any warrant, and a holder will not be entitled to exercise any portion of warrant, which, upon giving effect to such exercise, would cause (i) the aggregate number of our common shares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or 9.99%) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. However, any holder may increase or decrease such percentage, but not in excess of 19.99%, upon at least 61 days’ prior notice from the holder to us.

Exercise Price.   The exercise price per whole common share purchasable upon the exercise of the warrants is US$3.68 per common share. The exercise price of the warrants and the number of common shares issuable upon exercise are subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting our common shares.

Transferability.   Subject to applicable laws, the warrants may be offered for sale, sold, transferred or assigned without our consent.

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Fundamental Transactions.   In the event of a fundamental transaction, as described in the warrants and generally including any amalgamation, merger or consolidation of us with or into another person in which we are not the surviving entity and in which our shareholders immediately prior to such transaction do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such transaction, any sale of all or substantially all of our assets, our consummation of a share purchase agreement or other business combination in which another person acquires more than 50% of the voting power of our outstanding common shares, and any reclassification of our common shares or any compulsory share exchange pursuant to which our common shares are effectively converted into or exchanged for other securities cash or property, the holders of the warrants will, following such fundamental transaction, be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Warrants. Notwithstanding the foregoing, in the event of a fundamental transaction, and subject to certain exceptions, the holders of the warrants have the right to require us or a successor entity to redeem the warrants for cash in the amount of the Black-Scholes Value (as defined in each warrant) of the unexercised portion of the warrants. However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our board of directors, the holders of the warrants will only be entitled to receive from us or our successor entity the same type or form of consideration (and in the same proportion) at the Black Scholes Value of the unexercised portion of the warrants that is being offered and paid to the holders of our common shares in connection with the fundamental transaction, whether that consideration be in the form of cash, shares or any combination thereof, or whether the holders of our common shares are given the choice to receive from among alternative forms of consideration in connection with the fundamental transaction.

Registration. Prior to the completion of the Offering, we plan to file with securities regulatory authorities in each of the provinces and territories of Canada and the SEC an additional prospectus supplement covering the issuance of the common shares issuable upon exercise of the warrants for purposes of applicable U.S. securities laws (such additional prospectus supplement will not be filed in respect of, and will not qualify, any distribution of the such common shares upon exercise of the warrants in any province or territory of Canada under applicable Canadian securities laws). We will use commercially reasonable best efforts to maintain a registration statement effective until the earlier of the five-year anniversary of the issuance of the warrants or such time as no warrants remain outstanding (provided, however, that nothing shall prevent us from completing an amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume our obligations under the warrant), which could require the additional filing of a new registration statement and/or base shelf prospectus and prospectus supplement if the current prospectus is no longer usable.

If, at any time prior to five-year anniversary of the issuance of the warrants, we determine that no registration statement filed with the SEC is effective, or that its use is suspended, no holder of warrants will be permitted to exercise warrants unless an exemption or exclusion from the registration requirements of the Securities Act, and applicable state securities laws is established to our reasonable satisfaction, and the holders of warrants will receive a notice of this determination from us, together with written confirmation that the warrants may, until the earlier of (a) a registration statement becoming effective or ceasing to be suspended and any prospectus supplement necessary in relation thereto having been filed and (b) the five-year anniversary of the issuance of the warrants, if the Closing Sale Price (as defined in the warrant) of the common shares exceeds the exercise price for the warrants, also be exercised by means of a “cashless exercise” in which the holder of warrants will be entitled to receive a number of common shares determined on the basis of the excess of the Closing Sale Price over the exercise price for the warrants.

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Exchange Listing

We do not plan on applying to list the warrants on Nasdaq, any other national securities exchange, or any other nationally recognized trading system.

No Rights as a Shareholder

Except by virtue of such holder’s ownership of common shares, the holder of the warrants does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the warrants. In the event of certain distributions, including cash dividends, if any, to all holders of our common shares for no consideration, the holder of the warrants shall be entitled to participate in such distributions to the same extent as if such holder held the number of our common shares acquirable upon complete exercise of its warrants (without regard to any limitations on exercise). If such distribution would result in such holder and its affiliates to exceed the exercise limitations described above, a portion of such distribution shall be held in abeyance for the benefit of such holder until such time as the ownership limitations would not be exceeded.

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CONSOLIDATED CAPITALIZATION

There have been no material changes in our consolidated share or debt capital since March 31, 2026, as disclosed in our financial statements for the most recently completed financial period other than:

during the period of March 31, 2026 through May 20, 2026, we issued 61,053 common shares pursuant to various exercises of warrants; and

during the period of March 31, 2026 through May 20, 2026, we issued 1,151,212 common shares pursuant to exercises of stock options.

The following table sets forth our consolidated capitalization as at the dates indicated, before and after giving effect to the Offering. This table should be read in conjunction with our Interim Financial Statements, as well as the related Interim MD&A incorporated by reference in this Prospectus Supplement.

Description	As at March 31, 2026		As at March 31, 2026 (after giving effect to the Offering)⁽²⁾
Common Shares⁽¹⁾		80,990,871		104,990,871
Warrants		11,043,479		35,043,479
Pre-Funded Warrants		Nil		Nil
Options		9,063,038		9,063,038
Retention Securities		491,667		491,667

Shareholders’ Equity (Deficit)	As at March 31, 2026		As at March 31, 2026 (after giving effect to the Offering)
Common Shares	$	107,893,248	$	144,957,517
Reserves	$	46,087,391	$	46,087,391
Deficit	$	148,439,067	$	148,439,067
Shareholders’ Equity:	$	5,541,572	$	42,605,841

Notes:

(1)

Presented on a non-diluted basis.

SEC Form SUPPL filed by NervGen Pharma Corp.