SUPPL 1 tm2615031d2_suppl.htm SUPPL

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

File No. 333-296217

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, as amended May 22, 2026 (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.

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, AS AMENDED MAY 22, 2026

New Issue

May 26, 2026

24,000,000 Common Shares

This Prospectus Supplement to the Shelf Prospectus of NervGen Pharma Corp. (“NervGen” or the “Company”) relates to: (i) up to 24,000,000 of the Company’s common shares, issuable from time to time upon the exercise of 24,000,000 warrants issued by the Company pursuant to the May 2026 Offering (defined below); and (ii) such indeterminate number of additional common shares of the Company issuable upon the exercise of the warrants issued by the Company pursuant to the May 2026 Offering by reason of the anti-dilution provisions contained in the warrants issued by the Company pursuant to the May 2026 Offering (the “Offering”).

The Company filed a preliminary prospectus supplement dated May 21, 2026 and filed a final prospectus supplement dated May 21, 2026 to the Shelf Prospectus with the securities commissions or similar authorities in the provinces and territories of Canada, and in connection therewith a preliminary prospectus supplement dated May 21, 2026 and a final prospectus supplement dated May 21, 2026 to its registration statement on Form F-10, as amended by Amendment No. 1 to Form F-10/A (File No. 333-292197) (the “Prior U.S. Registration Statement”), filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and each of the provinces and territories of Canada, except Québec, relating to the offering (the “May 2026 Offering”) by the Company to the public in Canada and the United States of 24,000,000 common shares and accompanying warrants to purchase 24,000,000 of the Company’s common shares.

Each warrant has an exercise price per common share equal to US$3.68. Each warrant 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 exercise price of the warrants was determined by negotiation between the Company and a syndicate of underwriters for the May 2026 Offering.

The Company’s common shares are listed on Nasdaq Capital Market (“Nasdaq”) under the symbol “NGEN”. On May 22, 2026, the closing price of the common shares on Nasdaq was US$2.08 per common share. The Company has submitted a notification of listing to list the common shares issuable upon exercise of the warrants on the Nasdaq. Listing on the Nasdaq will be subject to us fulfilling all of the listing requirements of the Nasdaq.

An investment in the Company’s securities is speculative and bears significant risks. See “Risk Factors” beginning on page S-11 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 the Company’s most recent Form 40-F or quarterly filing with the SEC, before investing in the 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 an 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 may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in Canada or 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.

The Company is 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.

The Offering is being made in the United States under the terms of the U.S. Registration Statement on Form F-10 (File No. 333-296217) filed with and declared effective by the SEC (the “U.S. Registration Statement”). This Prospectus Supplement does not qualify in any of the provinces or territories of Canada the distribution of the common shares underlying the warrants to which it relates. No underwriter has been involved in the preparation of, or has performed any review of, this Prospectus Supplement or the accompanying Shelf Prospectus.

The Company’s 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 the Company’s 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.

Prospectus Supplement dated May 26, 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-9

DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS	S-9

Risk Factors	S-11

Use of Proceeds	S-13

Description of the SECURITIES BEING DISTRIBUTED	S-14

CONSOLIDATED CAPITALIZATION	S-14

TRADING PRICE AND VOLUME	S-15

Prior Sales	S-15

Certain U.S. Federal Income Tax Considerations	S-17

Certain Canadian Federal Income Tax Considerations	S-27

ELIGIBILITY FOR INVESTMENT	S-30

PLAN OF DISTRIBUTION	S-31

Where You Can Find additional Information	S-33

LEGAL MATTERS AND INTEREST OF EXPERTS	S-34

Auditors, TRANSFER AGENT AND REGISTRAR	S-34

Agent for Service of Process	S-34

PURCHASERS’ STATUTORY RIGHTS	S-34

ENFORCEABILITY OF CIVIL LIABILITIES	S-34

CERTIFICATE OF THE COmpany	C-1

TABLE OF CONTENTS

Amended and Restated Base Shelf Prospectus

GENERAL MATTERS	1
About this Prospectus	1
Interpretation	1
Market and Industry Data	1
Currency	1
Cautionary Note for United States Investors	1
Cautionary Note Regarding Forward-Looking Statements	2
Documents Incorporated by Reference	8
Financial and Exchange Rate Information	10
ADDITIONAL INFORMATION	11
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	11
THE COMPANY	11
Name, Address and Incorporation	11
Intercorporate Relationships	11
DESCRIPTION AND GENERAL DEVELOPMENT OF THE BUSINESS	12
Overview of the Company	12
Recent Developments	13
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
Common Shares	67
Debt Securities	68
Registration of Debt Securities	70
Warrants	72
Units	75
Subscription Receipts	75
PLAN OF DISTRIBUTION	77
New Issue	77
Secondary Offering	78
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. We have not 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. While we believe that these sources are generally reliable, and is responsible for the accuracy of such information, 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 the 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.

We have not 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. 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, if any;

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;

S-2

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”);

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.

S-3

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:

our ability to obtain financing on acceptable terms;

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

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.

S-4

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:

we will have broad discretion over the use of the net proceeds from the Offering, if any, 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;

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;

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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

On May 25, 2026, the daily average exchange rate as quoted by the Bank of Canada was C$1.00 = U.S.$0.7244 (U.S.$1.00 = C$1.3804).

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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 auditor’s report 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) POWERS OF ATTORNEY FROM OUR DIRECTORS AND OFFICERS; AND (III) THE CONSENT OF KPMG LLP.

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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.”

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, British Columbia, V6E 4E5, Canada.

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.

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.

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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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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

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

There is no assurance as to how many warrants will be exercised, if any. Accordingly, there is no assurance as to how many common shares will be issued pursuant to this Prospectus Supplement, if any, or the proceeds of such Offering. 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.

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.

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Purchasers may incur immediate and substantial dilution.

Purchasers who purchase the common shares issuable upon exercise of the warrants may pay more for the shares than the amounts paid by existing our shareholders for their common shares. As a result, such purchasers may incur immediate and substantial dilution.

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 Securities Exchange Act of 1934, as amended. 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.

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.

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Use of Proceeds

We will receive all proceeds of US$3.68 per common share upon the exercise of the warrants. Assuming that all of the warrants are exercised and that no adjustment based on anti-dilution provisions pursuant to the terms of the warrants has taken place, the proceeds to the Company will be US$88,320,000.

It is currently anticipated that the Company will use any proceeds from the Offering to advance NVG-291 through clinical studies and for working capital and general corporate purposes.

The amounts actually expended for the purposes described above may vary significantly depending upon a number of factors, including those listed under the heading “Risk Factors” in this Prospectus Supplement.

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Description of the SECURITIES BEING DISTRIBUTED

Our authorized share capital consists of an unlimited number of common shares. As of May 25, 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.

See "Description of the Securities Being Distributed” in the Shelf Prospectus for a detailed description of the attributes of the Common Shares.

The Common Shares are currently listed on Nasdaq under the symbol “NGEN”.

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 1,141,212 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 and the May 2026 Offering)
Common Shares⁽¹⁾	80,990,871	104,990,871
Warrants	11,043,479	35,043,479

Options	9,063,038	9,063,038
Retention Securities	491,667	491,667

Notes:

(1)

Presented on a non-diluted basis.

Shareholders’ Equity (Deficit)	As at March 31, 2026	As at March 31, 2026 (after giving effect to the Offering and the May 2026 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

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TRADING PRICE AND VOLUME

Our common shares are listed for trading on the Nasdaq under the trading symbol “NGEN”. On May 20, 2026, the closing price of our common shares on the Nasdaq was US$3.74 per common share.

The following table shows the high and low trading prices and the aggregate volume of our common shares traded on the Nasdaq for the periods indicated:

	Nasdaq
	High	Low	Volume
Month	(US$)	(US$)	(Shares)
2026
January	6.30	3.90	3,755,900
February	4.45	3.73	2,276,800
March	4.39	3.51	2,629,500
April	4.67	3.60	5,198,900
May 1 to May 25	4.00	2.08	15,194,284

Prior Sales

The following tables summarize the common shares or securities convertible into, or exercisable to acquire, common shares that have been issued by us during the 12 months prior to the date of this Prospectus Supplement.

Common Shares

Date of Issuance	Number of Common Shares Issued	Price per Common Share	Reason for Issuance
5/26/2025	5,000	C$2.70	Option exercise
5/28/2025	26,965	C$2.35	Warrant Exercise
5/29/2025	28,776	C$3.00	Warrant Exercise
6/2/2025	70,000	C$1.85	Option exercise
6/3/2025	50,000	C$2.70	Option exercise
6/3/2025	1,000	C$2.10	Option exercise
6/17/2025	74,000	C$3.00	Warrant Exercise
6/18/2025	130,000	C$1.85	Option exercise
6/24/2025	5,000	C$3.00	Warrant Exercise
7/10/2025	50,000	C$2.70	Option exercise
7/17/2025	15,000	C$3.00	Warrant Exercise
7/18/2025	20,000	C$2.70	Option exercise
7/18/2025	50,000	C$2.70	Option exercise
7/18/2025	100,000	C$1.70	Option exercise
7/30/2025	11,500	C$3.00	Warrant Exercise
8/8/2025	195,000	C$1.51	Option exercise
9/18/2025	50,000	C$2.23	Option exercise
9/22/2025	80,503	C$1.51	Option exercise

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Date of Issuance	Number of Common Shares Issued	Price per Common Share	Reason for Issuance
10/6/2025	41,000	C$3.00	Warrant Exercise
10/14/2025	60,000	C$1.63	Option exercise
10/24/2025	50,000	C$1.75	Option exercise
11/19/2025	4,785,674	US$2.10	Private Placement
11/27/2025	21,509	C$3.00	Warrant Exercise
11/28/2025	270,000	C$1.51	Option exercise
12/1/2025	13,500	C$3.00	Warrant Exercise
12/3/2025	43,500	C$3.00	Warrant Exercise
12/4/2025	100,000	C$2.12	Option exercise
12/5/2025	249,497	C$1.51	Option exercise
12/5/2025	11,291	C$3.00	Warrant Exercise
12/8/2025	20,000	C$1.61	Option exercise
12/9/2025	100,000	C$1.76	Option exercise
12/9/2025	7,500	C$3.00	Warrant Exercise
12/10/2025	5,000	C$1.61	Option exercise
12/10/2025	21,250	C$3.00	Warrant Exercise
12/12/2025	5,000	C$1.97	Option exercise
12/15/2025	25,000	C$1.61	Option exercise
12/16/2025	44,743	C$2.35	Warrant Exercise
12/18/2025	11,500	C$3.00	Warrant Exercise
12/19/2025	50,000	C$1.74	Option exercise
12/22/2025	50,000	C$2.23	Option exercise
12/22/2025	50,000	C$2.06	Option exercise
12/22/2025	80,000	C$1.94	Option exercise
12/22/2025	60,000	C$3.48	Option exercise
12/24/2025	10,000	C$1.97	Option exercise
12/29/2025	50,000	C$1.94	Option exercise
12/30/2025	1,500	C$2.35	Warrant Exercise
12/30/2025	4,000	C$3.00	Warrant Exercise
1/2/2026	69,000	C$3.00	Warrant Exercise
1/4/2026	50,000	C$2.23	Option exercise
1/5/2026	101,000	C$3.00	Warrant Exercise
1/9/2026	3,000	C$3.48	Option exercise
1/9/2026	3,000	C$1.65	Option exercise
1/9/2026	4,000	C$1.94	Option exercise
1/9/2026	1,000	C$2.97	Option exercise
1/9/2026	3,000	C$2.06	Option exercise
1/13/2026	1,650	C$3.00	Warrant Exercise
1/16/2026	125,000	C$2.63	Option exercise
1/19/2026	5,000	C$1.65	Option exercise
1/19/2026	5,000	C$1.97	Option exercise
1/21/2026	200,000	C$1.97	Option exercise
1/22/2026	100,000	C$1.79	Option exercise
1/22/2026	8,000	C$2.74	Option exercise
1/23/2026	500	C$3.00	Warrant Exercise
1/23/2026	31,800	C$3.00	Warrant Exercise
1/29/2026	8,000	C$1.65	Option exercise
1/29/2026	10,000	C$1.94	Option exercise
1/29/2026	10,000	C$2.06	Option exercise
1/29/2026	245	C$6.20	ATM Sales
2/11/2026	500	C$3.00	Warrant Exercise
2/19/2026	150,000	C$1.78	Option exercise
3/6/2026	11,278	C$2.35	Warrant Exercise
3/9/2026	80,641	C$2.35	Warrant Exercise

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Date of Issuance	Number of Common Shares Issued	Price per Common Share	Reason for Issuance
3/20/2026	300,000	C$1.78	Option exercise
3/31/2026	60,000	C$1.13	Option exercise
4/6/2026	50,000	C$1.79	Option exercise
4/8/2026	80,000	C$1.65	Option exercise
4/8/2026	40,000	C$1.94	Option exercise
4/8/2026	5,000	C$2.97	Option exercise
4/8/2026	5,358	C$2.99	Option exercise
4/9/2026	42,553	C$3.00	Warrant Exercise
4/22/2026	1,694	C$2.99	Option exercise
4/23/2026	28,980	C$1.65	Option exercise
4/23/2026	84,752	C$1.65	Option exercise
4/24/2026	25,527	C$1.94	Option exercise
4/24/2026	49,264	C$2.06	Option exercise
4/24/2026	14,669	C$2.74	Option exercise
4/26/2026	668,020	C$1.78	Option exercise
4/29/2026	18,500	US$2.65	Warrant Exercise
5/6/2026	15,000	C$2.99	Option exercise
5/12/2026	22,948	C$2.99	Option exercise
5/12/2026	50,000	C$2.20	Option exercise
5/15/2026	10,000	C$2.99	Option exercise

Additionally, we issued common shares pursuant to an “at the market” facility pursuant to which we had the ability, at our sole discretion, to sell, from time to time, common shares on the TSXV at prevailing market prices pursuant to an equity distribution agreement dated December 19, 2024 with Stifel Nicolaus Canada Inc. as sole agent (the “2024 ATM Facility”). During the 12 months prior to the date of this Prospectus Supplement, we sold a total of 245 common shares under the 2024 ATM Facility at C$6.20 per common share for gross proceeds of C$1,519. On March 12, 2026, we terminated the 2024 ATM Facility.

Warrants

Date of Issuance		Number of Warrants Issued		Exercise Price		Reason for Issuance
11/19/2025		2,392,832		US$2.65		Private Placement

Options

Date of Issuance	Number of Options Granted	Exercise Price
5/16/2025	600,000	C$4.00
7/7/2025	200,000	C$3.55
9/1/2025	100,000	C$3.61
9/18/2025	102,500	C$3.65
2/9/2026	614,799	US$5.06
2/9/2026	103,092	US$5.57
3/3/2026	125,000	US$3.95
4/27/2026	811,002	US$3.92
5/13/2026	50,000	US$3.73
5/13/2026	1,146,108	US$3.99
5/13/2026	187,494	US$4.16

Certain U.S. Federal Income Tax Considerations

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) of the acquisition, ownership and disposition of common shares, the acquisition, exercise ownership, disposition and lapse of warrants to purchase our common shares and warrants to purchase our common shares and the ownership and disposition of common shares issuable upon exercise of the warrants, in each case as acquired pursuant to the Offering. This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership or disposition of common shares or warrants. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax considerations relevant to such U.S. Holder, including, without limitation, specific tax considerations applicable to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. This summary does not address any U.S. federal alternative minimum tax, U.S. federal net investment income tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders. In addition, except as specifically set forth below, this summary does not discuss applicable income tax reporting requirements. Each prospective U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax considerations relating to the acquisition, ownership and disposition of common shares and warrants.

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No ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to U.S. Holders discussed in this summary. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary. There can be no assurance that the IRS will not challenge one or more of the tax consequences described in this summary.

This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary or proposed) promulgated under the Code, published rulings of the IRS, published administrative positions of the IRS, the current provisions of the Canada-United States Tax Convention (1980), as amended (the “Treaty”), and U.S. court decisions that are applicable, and, in each case, as in effect and available, as of the date of this Prospectus Supplement. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied retroactively. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of common shares or warrants that is:

an individual who, for U.S. federal income tax purposes, is a citizen or resident of the United States;

a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia;

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

a trust that (i) is subject to the primary supervision of a court within the United States and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) for all substantial decisions or (ii) has a valid election in effect under applicable Treasury Regulations to be treated as a “United States persons” (within the meaning of Section 7701(a)(30) of the Code).

U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders that: (i) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (ii) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (iii) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (iv) have a “functional currency” other than the U.S. dollar; (v) own common shares or warrants as part of a straddle, hedge, conversion transaction, constructive sale, or other integrated transaction; (vi) acquired common shares or warrants in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (vii) hold common shares or warrants other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (viii) are subject to special tax accounting rules with respect to common shares or warrants; (ix) are partnerships, other arrangements classified as partnerships or other “pass-through” entities (and partners or other investors in such partnerships); (x) are S corporations (and shareholders thereof); (xi) are U.S. expatriates or former long-term residents of the United States; (xii) hold common shares or warrants in connection with a trade or business, permanent establishment, or fixed base outside the United States; (xiii) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of our outstanding shares; or (xiv) are deemed to sell common shares or warrants under the constructive sale provisions of the Code. U.S. Holders that are subject to special provisions under the Code should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax consequences relating to the acquisition, ownership and disposition of common shares and warrants.

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If an entity or arrangement that is classified as a partnership (or other “pass-through” entity) for U.S. federal income tax purposes holds common shares or warrants, the U.S. federal income tax consequences to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants). This summary does not address the tax consequences to any such partner (or owner or participant). Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as “pass-through” entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership and disposition of common shares and warrants.

Allocation of Purchase Price

For U.S. federal income tax purposes, the acquisition by a U.S. Holder of our common shares and accompanying warrants to purchase our common shares will be treated as the acquisition of an “investment unit” and the purchase price for each investment unit will be allocated between these two components in proportion to their relative fair market values at the time the investment unit is purchased by the U.S. Holder. This allocation of the purchase price for each unit will establish a U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the one common share and the warrant included in each unit.

Passive Foreign Investment Company Rules

PFIC Status

If we were to constitute a PFIC for any year during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax consequences to a U.S. Holder as a result of the acquisition, ownership and disposition of common shares or warrants. There is a significant risk that we will be a PFIC for our current or future tax years. No opinion of legal counsel or ruling from the IRS concerning our status as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year is made following the end of the tax year and depends on the assets and income of such corporation over the course of each such tax year and, as a result, our PFIC status for the current tax year cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by us (or any of our non-U.S. subsidiaries) concerning our PFIC status. If we are a PFIC for any tax year (or portion thereof) during which a U.S. Holder holds common shares or warrants, we will continue to be treated as a PFIC with respect to such U.S. Holder, regardless of whether we cease to be a PFIC in one or more subsequent tax years and regardless of whether such U.S. Holder held its common shares or warrants for the entirety of any such tax year (or portion thereof). Each U.S. Holder should consult its own tax advisors regarding our PFIC status and each of our non-U.S. subsidiaries.

In any year in which we are classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

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We generally will be a PFIC if, for a tax year, (i) 75% or more of our gross income is passive income (the “PFIC income test”) 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 (the “PFIC asset test”). “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. Cash is generally a passive asset for these purposes.

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.

For purposes of the PFIC income test and PFIC asset test described above, if we own, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, we will be treated as if we (i) held a proportionate share of the assets of such other corporation and (ii) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and PFIC asset test, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by us from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

Under certain attribution rules, if we are a PFIC, U.S. Holders will generally be deemed to own their proportionate share of our direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S. federal income tax on their proportionate share of (i) any “excess distributions,” as described below, on the stock of a Subsidiary PFIC and (ii) a disposition or deemed disposition of the stock of a Subsidiary PFIC by us or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of common shares or warrants. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of common shares or warrants are made.

Default PFIC Rules Under Section 1291 of the Code

If we are a PFIC for any tax year during which a U.S. Holder owns common shares or warrants, the U.S. federal income tax consequences to such U.S. Holder of the acquisition, ownership, and disposition of common shares or warrants will depend on whether such U.S. Holder makes elections to treat us and each Subsidiary PFIC, if any, as a “qualified electing fund” or “QEF” under Section 1295 of the Code (each, a “QEF Election”) for the first taxable year us or the Subsidiary PFIC (as applicable) is a PFIC in which the U.S. Holder holds (or is deemed to hold) common shares or warrants, or a QEF Election together with a “purging” election with respect to such entity, or makes a mark-to-market election under Section 1296 of the Code with respect to the common shares (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder” and will generally be subject to tax as described below.

A Non-Electing U.S. Holder will be subject to the default rules of Section 1291 of the Code (described below) with respect to: (i) any gain recognized on the sale or other taxable disposition of common shares or warrants (which, subject to the effectiveness of proposed Treasury Regulations, may include gain realized by reason of transfers of common shares or warrants that would otherwise qualify as non-recognition transactions for U.S. federal income tax purposes); and (ii) any “excess distribution” received on the common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the common shares, if shorter).

Under Section 1291 of the Code, if we were to constitute a PFIC during a Non-Electing U.S. Holder’s holding period, any gain recognized on the sale or other taxable disposition of common shares or warrants (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on the common shares or with respect to the stock of a Subsidiary PFIC, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective common shares or warrants. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before we became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferred rates). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

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If we cease to be a PFIC, a Non-Electing U.S. Holder may terminate this deemed PFIC status with respect to the common shares by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which we were a PFIC. No such election, however, may be made with respect to the warrants.

Under proposed Treasury Regulations, if a U.S. Holder has an option, warrant, or other right to acquire stock of a PFIC (such as the warrants), such option, warrant or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code. Under those rules, the holding period for common shares received upon exercise of the warrants will begin on the date a U.S. Holder acquires the warrants. This will impact the availability of the QEF Election and Mark-to-Market Election with respect to common shares received upon exercise of the warrants. Thus, a U.S. Holder may have to account for common shares received upon exercise of the warrants or common shares purchased directly under the PFIC rules and the applicable elections differently.

QEF Election

A U.S. Holder that makes a timely and effective QEF Election for the first tax year in which the holding period of its common shares begins generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to its common shares. A QEF Election generally will not be effective with respect to the warrants. A U.S. Holder that makes a timely and effective QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (i) our net capital gain, which will be taxed as long-term capital gain to such U.S. Holder, and (ii) our ordinary earnings, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (i) net long-term capital gain over (ii) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which we are a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by us. However, for any tax year in which we are a PFIC and have no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a timely and effective QEF Election with respect to us generally (i) may receive a tax-free distribution from us to the extent that such distribution represents our “earnings and profits,” as computed for U.S. federal income tax purposes, that were previously included in income by the U.S. Holder because of such QEF Election and (ii) will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a timely and effective QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of the common shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the common shares in which we are a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a timely-filed U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election for the first year in the U.S. Holder’s holding period for the common shares the U.S. Holder may still be able to make a timely and effective QEF Election in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed in the preceding sentence, then such U.S. Holder shall be subject to the QEF Election rules and shall continue to be subject to tax under the rules of Section 1291 of the Code discussed above with respect to its common shares. If a U.S. Holder makes a “purging” election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the common shares. If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.

A QEF Election is made on a shareholder-by-shareholder basis and will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, we cease to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which we are not a PFIC. Accordingly, if we become a PFIC again in a later tax year, the QEF Election will still be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which we qualify as a PFIC.

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As discussed above, under proposed Treasury Regulations, if a U.S. Holder has an option, warrant or other right to acquire stock of a PFIC (such as the warrants), such option, warrant or right is considered to be PFIC stock subject to the default rules of Section 1291 of the Code. However, a U.S. Holder of an option, warrant or other right to acquire stock of a PFIC may not make a QEF Election that will apply to the option, warrant or other right to acquire PFIC stock. In addition, under proposed Treasury Regulations, if a U.S. Holder holds an option, warrant or other right to acquire stock of a PFIC, the holding period with respect to shares of stock of a PFIC acquired upon exercise of such option, warrant or other right will include the period that the option, warrant or other right was held.

Consequently, if a U.S. Holder of common shares makes a QEF Election, such election would not apply with respect to the warrants and, under the proposed Treasury Regulations, may not be treated as a timely QEF Election with respect to common shares received upon exercise of the warrants, unless such common shares are acquired in the same tax year as the warrants, and the rules of Section 1291 of the Code discussed above will continue to apply with respect to such U.S. Holder’s common shares received upon exercise of the warrants. However, a U.S. Holder who has received common shares upon exercise of warrants should be eligible to make a timely QEF Election if such U.S. Holder makes a “purging” or “deemed sale” election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. As a result of the “purging” or “deemed sale” election, the U.S. Holder will have a new basis and holding period in the common shares acquired upon the exercise of the warrants for purposes of the PFIC rules. In addition, gain recognized on the sale or other taxable disposition (other than by exercise) of the warrants by a U.S. Holder will be subject to the default rules of Section 1291 of the Code discussed above. Each U.S. Holder should consult its own tax advisor regarding the application of the PFIC rules to the common shares and warrants.

U.S. Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF, or that we will supply U.S. Holders with information that such U.S. Holders are required to report under the QEF rules, in the event that we are a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to their common shares or warrant. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election with respect to us and any Subsidiary PFIC.

A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely-filed United States federal income tax return. However, if NervGen does not provide the required information with regard to NervGen or any of its Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the default rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS.

For each tax year that we qualify as a PFIC, we: (i) intend to make publicly available to U.S. Holders, upon their written request, a “PFIC Annual Information Statement” for us as described in Treasury Regulations Section 1.1295-1(g) (or any successor Treasury Regulation), and (ii) upon written request, intends to use commercially reasonable efforts to provide such additional information that such U.S. Holder is reasonably required to obtain in connection with maintaining such QEF Election with regard to us. We may elect to provide such information on our website. However, U.S. Holders should be aware that we can provide no assurances that we will be able to provide any such information relating to any Subsidiary PFIC and, as a result, a QEF Election may not be available with respect to any Subsidiary PFIC. Because we may own shares in one or more Subsidiary PFICs at any time, U.S. Holders will continue to be subject to the rules discussed above with respect to the taxation of gains and excess distributions with respect to any Subsidiary PFIC for which the U.S. Holders do not obtain such required information. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a QEF Election with respect to us and any Subsidiary PFIC.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election with respect to common shares only if the common shares are marketable stock. The common shares generally will be “marketable stock” if they are regularly traded on (i) a national securities exchange that is registered with the SEC, (ii) the national market system established pursuant to section 11A of the Exchange Act, or (iii) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (a) such foreign exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (b) the rules of such foreign exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Our common shares are listed on Nasdaq under the symbol “NGEN,” and we believe that our common shares should qualify as “marketable stock” for purposes of the Mark-to-Market Election, although no assurance can be given in this regard. A Mark-to-Market Election may not be available with respect to the warrants. Each U.S. Holder should consult its own tax advisor in this matter.

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A U.S. Holder that makes a Mark-to-Market Election with respect to its common shares generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the common shares for which we are a PFIC and such U.S. Holder has not made a timely QEF Election, the default rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the common shares.

Any Mark-to-Market Election made by a U.S. Holder for the common shares will also apply to common shares subsequently received upon exercise of the warrants. As a result, if a Mark-to-Market Election has been made by a U.S. Holder with respect to the common shares, any common shares received upon exercise of the warrants will automatically be marked-to-market in the year of exercise. Because, under the proposed Treasury Regulations, a U.S. Holder’s holding period for common shares received upon exercise of a warrant includes the period during which such U.S. Holder held the warrant a U.S. Holder will be treated as making a Mark-to-Market Election with respect to such common shares after the beginning of such U.S. Holder’s holding period for those common shares unless they are acquired in the same tax year as the year in which the U.S. Holder acquired its warrants. Consequently, the default rules under Section 1291 of the Code described above generally will apply to the mark-to-market gain realized in the tax year in which common shares are received upon exercise of the warrants. However, the general mark-to-market rules will apply to subsequent tax years.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which we are a PFIC, an amount equal to the excess, if any, of (i) the fair market value of the common shares as of the close of such tax year over (ii) such U.S. Holder’s adjusted tax basis in such common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in the common shares over (ii) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (i) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (ii) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations. These amounts of ordinary income would not be eligible for the preferential tax rates applicable to qualified dividend income or long-term capital gains.

A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return. A timely Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the common shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisors regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to avoid the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or excess distributions from a Subsidiary PFIC to its shareholder.

Other PFIC Rules

Under Section 1291 of the Code, the IRS has issued proposed Treasury Regulations that would impact certain consequences of the application of the PFIC regime to U.S. Holders. Among other consequences, and subject to certain exceptions, such proposed Treasury Regulations would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of common shares or warrants that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which common shares or warrants are transferred.

If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.

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Certain additional adverse rules may apply with respect to a U.S. Holder if we are a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses common shares or warrants as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares or warrants.

In addition, a U.S. Holder who acquires common shares or warrants from a decedent will not receive a “step up” in tax basis of such securities to fair market value unless such decedent had a timely and effective QEF Election in place.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and each U.S. Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisors regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of common shares and warrants.

U.S. Federal Income Tax Consequences of the Exercise, Disposition or Expiration of Warrants

The following discussion describes the general rules applicable to the ownership and disposition of the warrants, but is subject in its entirety to the special rules described above under the heading “—Passive Foreign Investment Company Rules.”

Exercise of Warrants

A U.S. Holder should not recognize gain or loss on the exercise of a warrant and related receipt of common shares (unless cash is received in lieu of the issuance of a fractional common share). A U.S. Holder’s initial tax basis in the common shares received on the exercise of a warrant should be equal to the sum of (a) such U.S. Holder’s tax basis in such warrant plus (b) the exercise price paid by such U.S. Holder on the exercise of such warrant. It is unclear whether a U.S. Holder’s holding period for common shares received on the exercise of a warrant would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If we are a PFIC, a U.S. Holder’s holding period for such common shares for PFIC purposes will begin on the date on which such U.S. Holder acquired its warrant.

In certain limited circumstances, a U.S. Holder may be permitted to undertake a cashless exercise of warrants into common shares. The U.S. federal income tax treatment of a cashless exercise of warrants into common shares is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a warrant described in the preceding paragraph. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of warrants.

Disposition of Warrants

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a warrant in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s tax basis in the warrant sold or otherwise disposed of. Subject to the PFIC rules discussed above, any such gain or loss generally will be a capital gain or loss, which will be long-term capital gain or loss if the warrant is held for longer than one year. Deductions for capital losses are subject to complex limitations under the Code.

Expiration of Warrants Without Exercise

Upon the lapse or expiration of a warrant, a U.S. Holder will recognize a loss in an amount equal to such U.S. Holder’s tax basis in the warrant. Any such loss generally will be a capital loss and will be long-term capital loss if the warrant is held for more than one year. Deductions for capital losses are subject to complex limitations under the Code.

Certain Adjustments to the Warrants

Under Section 305 of the Code, an adjustment to the number of common shares that will be issued on an adjustment to the exercise price of the warrants, may be treated as a constructive distribution to a U.S. Holder of the warrants, if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder’s proportionate interest in the “earnings and profits” or our the assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to the shareholders). Adjustments to the exercise price of warrants made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing dilution of the interest of the holders of the warrants should generally not be considered to result in a constructive distribution. Any such constructive distribution would be taxable whether or not there is an actual distribution of cash or other property. (See more detailed discussion of the rules applicable to distributions made by us at “—Distributions on Common Shares” below.)

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General Rules Applicable to the Acquisition, Ownership and Disposition of Common Shares

The following discussion is subject, in its entirety, to the rules described above under the heading “—Passive Foreign Investment Company Rules.”

Distributions on Common Shares

A U.S. Holder that receives a distribution, including a constructive distribution of cash or other property (other than certain distributions of common shares or rights to acquire common shares), with respect to a common share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of our current and accumulated “earnings and profits”, as computed under U.S. federal income tax principles. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if we are a PFIC for the tax year of such distribution or the preceding tax year. To the extent that a distribution exceeds our current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in the common shares and thereafter as gain from the sale or exchange of such common shares (see “—Sale or Other Taxable Disposition of Common Shares” below). However, we do not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by us with respect to the common shares will constitute dividend income. Dividends received on the common shares by corporate U.S. Holders generally will not be eligible for the “dividends received deduction” generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Subject to applicable limitations and provided we are eligible for the benefits of the Treaty or the common shares are readily tradable on an established securities market in the United States, dividends paid by us to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that we are not classified as a PFIC in the tax year of distribution or in the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisors regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the U.S. dollar value of cash received plus the fair market value of any property received and (ii) such U.S. Holder’s adjusted tax basis in such common shares sold or otherwise disposed of. A U.S. Holder’s tax basis in common shares generally will be such U.S. Holder’s U.S. dollar cost for such common shares. Any such gain or loss generally will be capital gain or loss, which will be long-term capital gain or loss if, at the time of the sale or other disposition, the common shares have been held for longer than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Dividends paid on the common shares (or constructive dividends on the warrants) will be treated as foreign-source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of common shares or warrants generally will be U.S.-source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Treaty may elect to treat such gain or loss as Canadian source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of foreign taxes that may be claimed as a credit by U.S. taxpayers. In addition, Treasury Regulations that apply to foreign taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for Canadian withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The Treasury Department has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.

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Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares (or constructive dividends on the warrants) generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisors regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Holders may be subject to these reporting requirements unless their common shares or warrants, as applicable, are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of common shares or warrants, as applicable, will generally be subject to information reporting and backup withholding tax (currently, at a rate of 24%) if a U.S. Holder (i) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (ii) furnishes an incorrect U.S. taxpayer identification number, (iii) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (iv) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons generally are excluded from these information reporting and backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules generally will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.

The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisors regarding the information reporting and backup withholding rules.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON SHARES OR WARRANTS. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

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Certain Canadian Federal Income Tax Considerations

The following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations promulgated thereunder (collectively, the “Tax Act”) generally applicable to a holder who acquires common shares pursuant to the exercise of warrants as beneficial owner and who for the purposes of the Tax Act and at all relevant times: (i) deals at arm’s length with the Company; (ii) is not affiliated with the Company; and (iii) will acquire and hold any common shares acquired on the exercise of warrants (for the purpose of this summary, collectively referred to as “Shares”), as applicable as capital property (each, a “Holder”), all within the meaning of the Tax Act. The Shares will generally be considered to be capital property of a Holder unless the Holder acquires, holds or uses such securities or is deemed to acquire, hold or use such securities in the course of carrying on a business of trading or dealing in securities or has acquired them or is deemed to have acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution” (as defined in the Tax Act) for purposes of the “mark-to-market property” rules contained in the Tax Act; (ii) that is a “specified financial institution” (as defined in the Tax Act); (iii) an interest in which is or would be a “tax shelter investment” (as defined in the Tax Act); (iv) that has elected to report its “Canadian tax results” for purposes of the Tax Act in a currency other than Canadian currency; (v) that has entered into, or will enter into a “derivative forward agreement”, a “synthetic equity arrangement” or a “synthetic disposition arrangement” (as those terms are defined in the Tax Act) with respect to the Shares; (vi) that receives dividends on the Shares under or as part of a “dividend rental arrangement” (as ‎defined in the Tax Act); or (vii) that is exempt from tax under the Tax Act. Any such Holder to which this summary does not apply should consult their own tax advisor with respect to an investment in Shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada (for purposes of the Tax Act) (or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada) that is or becomes, as part of a transaction or series of transactions or events that includes the acquisition of Shares, controlled by a non-resident person, or a group of non-resident persons that do not deal with each other at arm’s length, for the purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to an investment in Shares.

In addition, this summary does not address the deductibility of interest by a Holder that has borrowed money or otherwise incurred debt in connection with the acquisition of Shares.

This summary is based upon the facts set out in this prospectus supplement, the provisions of the Tax Act in force as of the date prior to the date hereof, any specific proposals to amend the Tax Act which have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”), the current provisions of the Canada-United States Tax Convention (1980), as amended (the “Convention”) and counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the “CRA”) published in writing and made publicly available by the CRA prior to the date hereof. This summary assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will be enacted in their current form or at all.

This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA, whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations and does not take into account other federal or any provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.

This summary is not exhaustive of all possible Canadian federal income tax considerations of acquiring Shares. This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular Holder, and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of acquiring, holding and disposing of Shares will vary according to the Holder’s particular circumstances. Holders should consult their own tax advisors regarding the tax considerations applicable to them having regard to their particular circumstances. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of acquiring, holding and disposing of Shares under the Tax Act and any jurisdiction in which they may be subject to tax.

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Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the applicable exchange rate as determined in accordance with the Tax Act.

Exercise of Warrants

The exercise of a warrant, as applicable, to acquire a Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder upon the exercise of a warrant, as applicable, to acquire a Share. When a warrant, as applicable, is exercised, the Holder’s adjusted cost base of the Share acquired thereby will be equal to the aggregate of the Holder’s adjusted cost base of such warrant and the exercise price paid to acquire the Share. The Holder’s adjusted cost base of the Share so acquired will be determined by averaging the adjusted cost base of the Share with the adjusted cost base to the Holder of all common shares owned by the Holder as capital property (if any) immediately prior to such acquisition.

Taxation of Resident Holders

The following portion of the summary generally applies to a Holder who, for the purposes of the Tax Act and any applicable income tax treaty or convention, is resident or deemed to be resident in Canada at all relevant times (a “Resident Holder”). Certain Resident Holders whose Shares might not otherwise constitute capital property may be entitled to make, in certain circumstances, an irrevocable election permitted by subsection 39(4) of the Tax Act to have the Shares, and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors regarding this election.

Taxation of Dividends

Dividends received or deemed to be received on the Shares by a Resident Holder will be included in computing a Resident Holder’s income for the year. In the case of a Resident Holder who is an individual (including certain trusts) such dividends will be subject to the gross-up and dividend tax credit rules normally applicable to “taxable dividends” received by an individual from a “taxable Canadian corporation” (each as defined in the Tax Act), including the enhanced gross-up and dividend tax credit for “eligible dividends” (as defined in the Tax Act) properly designated as such by the Company in accordance with the Tax Act. There may be limitations on the Company’s ability to designate any particular dividend as an “eligible dividend” and the Company has made no commitments in this regard.

Dividends received or deemed to be received on the Shares by a Resident Holder that is a corporation must be included in computing its income for the taxation year and will generally be deductible in computing its taxable income for the taxation year, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

Dispositions of Shares

A Resident Holder who disposes of, or is deemed to have disposed of, a Share (other than a disposition to the Company that is not a sale in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “Capital Gains and Losses”.

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Capital Gains and Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “allowable capital loss”) must be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent year against net taxable capital gains (but not against other income) realized in such years, in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition of a Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Share, or a share substituted for such share, as applicable, to the extent and under the circumstances specified by the Tax Act. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Shares. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Additional Refundable Tax

A Resident Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act), or that is, at any time in the relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, including any taxable capital gains and dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Minimum Tax

Capital gains realized and taxable dividends received (or deemed to be received) by a Resident Holder who is an individual (including certain trusts) may give rise to minimum tax under the Tax Act. Such Resident Holders should consult their own tax advisors with respect to the application of minimum tax.

Taxation of Non-Resident Holders

This portion of the summary is generally applicable to a Holder who, at all relevant times, is neither resident in Canada nor deemed to be resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention, and who does not use or hold (and is not deemed to use or hold) the Shares in the course of carrying on a business (including an adventure or concern in the nature of trade) in Canada, or otherwise in connection with a business carried in Canada (a “Non-Resident Holder”). The term “U.S. Holder,” for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Convention, is at all relevant times a resident of the United States and is a “qualifying person” (within the meaning of the Convention) eligible for the full benefits of the Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Convention and related compliance requirements based on their particular circumstances.

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

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Taxation of Dividends

Dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder by us on any Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident. Such rate is generally reduced under the Convention to 15% if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is generally further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of our voting stock. The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) of which Canada is a signatory, affects many of Canada’s tax treaties (but not the Convention), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.

Disposition of Shares

A Non Resident Holder will generally not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of a Share, nor will capital losses arising therefrom be recognized under the Tax Act, unless the Share constitutes “taxable Canadian property” (as defined in the Tax Act) of the Non Resident Holder at the time of disposition and the Non Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident at the time of the disposition (including as a result of the application of the MLI).

Generally, provided the common shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the Nasdaq) at the time of disposition or deemed disposition, the Shares will generally not constitute taxable Canadian property of a Non Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition or deemed disposition, the following two conditions are satisfied concurrently: (i) any one or combination of (a) the Non Resident Holder; (b) persons with whom the Non Resident Holder did not deal at arm’s length (for the purposes of the Tax Act); or (c) partnerships in which the Non Resident Holder or a person described in (b) holds a membership interest, directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of our shares; and (ii) more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Tax Act), and options in respect of, interests in, or, for civil law, rights in, any such properties (whether or not the property exists). Notwithstanding the foregoing, in certain other circumstances set out in the Tax Act, the Shares may also be deemed to be taxable Canadian property to a Non-Resident Holder.

If the Shares are or are deemed to be taxable Canadian property of a Non-Resident Holder, any capital gain realized on the disposition or deemed disposition of such Shares may not be subject to tax under the Tax Act pursuant to the terms of an applicable income tax treaty or convention (subject to the application of the MLI).

In the event that a Share constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition or deemed disposition thereof is not exempt from tax under the Tax Act pursuant to an applicable income tax convention or treaty (including as a result of the application of the MLI), the income tax consequences discussed under “Taxation of Resident Holders - Dispositions of Shares” and “Taxation of Resident Holders - Capital Gains and Losses” will generally apply to the Non-Resident Holder.

A Non-Resident Holder whose Shares may constitute taxable Canadian property should consult a tax advisor regarding the tax and compliance considerations that may be relevant to them.

ELIGIBILITY FOR INVESTMENT

Subject to the provisions of any particular plan, based on the provisions of the Tax Act in force as of the date prior to the date hereof, our common shares, if issued on the date hereof, would be at the time of acquisition “qualified investments” under the Tax Act for trusts governed by a “registered retirement savings plan”, a “registered retirement income fund”, a “registered education savings plan”, a “registered disability savings plan”, a “tax-free savings account”, a “first home savings account” (each as defined in the Tax Act and each, a “Registered Plan”) or a “deferred profit sharing plan” (as defined in the Tax Act), provided that at the time of acquisition, the common shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the Nasdaq) or the Company is otherwise a “public corporation” (other than a “mortgage investment corporation”), each as defined in the Tax Act.

Notwithstanding the foregoing, if the common shares are a “prohibited investment” within the meaning of the Tax Act for a Registered Plan, the annuitant, subscriber or holder, as the case may be, of the Registered Plan (the “Controlling Individual”) will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the Controlling Individual of a Registered Plan deals at arm’s length with the Company and does not have a “significant interest” (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company, the common shares will generally not be a “prohibited investment” for such Registered Plan under the Tax Act on the date hereof. In addition, the common shares will not be a “prohibited investment” if such shares are “excluded property” (as defined in the Tax Act for the purposes of the prohibited investment rules) for a Registered Plan.

Persons who intend to hold our common shares in a Registered Plan should consult their own tax advisors to ensure the common shares would not be a prohibited investment, including whether the common shares would be excluded property, in their particular circumstances.

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PLAN OF DISTRIBUTION

This Prospectus Supplement relates to: (i) up to 24,000,000 of the Company’s common shares, issuable from time to time upon the exercise of 24,000,000 warrants issued by the Company pursuant to the May 2026 Offering; and (ii) such indeterminate number of additional common shares of the Company issuable upon the exercise of the warrants issued by the Company pursuant to the May 2026 Offering by reason of the anti-dilution provisions contained in the warrants issued by the Company pursuant to the May 2026 Offering.

Warrants

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

Exercisability. 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, 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.

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.

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Registration

SEC Form SUPPL filed by NervGen Pharma Corp.