Mr. Bill Adams reports
NERVGEN PHARMA ANNOUNCES CLOSING OF US$10 MILLION NON-BROKERED PRIVATE PLACEMENT TO SUPPORT ANTICIPATED NASDAQ LISTING AND ADVANCE NVG-291 DEVELOPMENT
Nervgen Pharma Corp. has completed its previously announced non-brokered private placement to certain institutional investors and other accredited investors. The financing included participation from new and existing investors, including SCI Ventures, and the Paul and Phyllis Fireman Charitable Foundation.
Pursuant to the non-brokered unit offering, Nervgen issued 4,785,674 units of the company at a price of $2.10 (U.S.) per unit for aggregate gross proceeds of $10,049,915 (U.S.). Each unit consisted of one common share of Nervgen and one-half of one common share purchase warrant. The warrants are valid for 36 months and each warrant is exercisable into one common share at an exercise price of $2.65 (U.S.).
Nervgen intends to use the proceeds from the non-brokered unit offering toward advancing the company's NVG-291 clinical development program and for general corporate purposes.
Certain directors and officers of the company, and entities associated with PFP Biosciences Holdings LLC, an insider of the company, participated in the non-brokered unit offering. Such participation constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, TSX Venture Exchange Policy 5.9. The company is exempt from the formal valuation requirement and minority shareholder approval requirement pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the securities to be issued to related parties and the consideration paid by related parties does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before closing because the details of the participation by related parties were not settled until shortly prior to closing of the non-brokered unit offering and the company considered it reasonable in the circumstances to complete the non-brokered unit offering in an expeditious manner.
All of the securities issued pursuant to the non-brokered unit offering are subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws.
As a result of this participation, PFP Biosciences is required to file an early warning report under applicable Canadian securities laws. Entities associated with PFP Biosciences acquired 1,809,524 units in the non-brokered unit offering. This acquisition exceeds 2 per cent of the issued and outstanding common shares of Nervgen since PFP Biosciences filed its most recent early warning report and triggered the requirement to file an early warning report.
Prior to the non-brokered unit offering, PFP Biosciences and associated entities owned and controlled 12,899,149 common shares, 6,439,574 warrants and 390,000 stock options. Immediately following the non-brokered unit offering, PFP Biosciences and associated entities own and control 14,708,673 common shares, representing 18.8 per cent of the issued and outstanding common shares of the issuer, 7,344,335 warrants and 390,000 stock options of Nervgen. The warrants held by PFP Biosciences and associated entities contain a restriction on exercise of the warrants that limits the holder thereof from owning more than 19.99 per cent of the common shares of the company.
The entities associated with PFP Biosciences acquired the units for investment purposes and may acquire or dispose of securities of the company in the future in accordance with applicable securities laws.
An early warning report related to this transaction will be filed on SEDAR+ under the company's profile and can be obtained by contacting info@nervgen.com, Suzanne Adams, at 508-296-0498, or by written request to PFP Biosciences at 800 South St., Suite 600, Waltham, Mass., 02453.
About NVG-291
Nervgen holds exclusive worldwide rights to NVG-291, a first- and potential best-in-class therapeutic peptide targeting nervous system repair. NVG-291's technology is licensed from Case Western Reserve University and is based on academic studies that demonstrated the preclinical efficacy of NVG-291-R, the rodent variant of NVG-291, in animal models of spinal cord injury. These studies implicated multiple potential molecular and cellular mechanisms by which NVG-291-R promotes neurorepair and functional improvement in both central and peripheral nervous system injury models. The implicated mechanisms include the promotion of neuronal sprouting, or plasticity, remyelination and promotion of a non-inflammatory phenotype in the microglial cells. Nervgen has received fast-track designation from the U.S. Food and Drug Administration (FDA), and orphan designation from the European Medicines Agency (EMA) for NVG-291 in individuals with spinal cord injury.
About Nervgen Pharma Corp.
Nervgen is a clinical-stage biopharmaceutical company dedicated to developing innovative therapies to promote nervous system repair in settings of neurotrauma and neurologic disease. The company is evaluating the clinical efficacy of its first- and potential best-in-class lead candidate, NVG-291, in the phase 1b/2a Connect SCI study in spinal cord injury. Enrolment in the subacute cohort (20 to 90 days postinjury) of the trial is continuing and more information about participation in the subacute study is available on the Connect SCI study website.
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