Exhibit 99.1

 

 

Amended and Restated Condensed consolidated interim financial statements of

 

NERVGEN PHARMA CORP.

 

(Expressed in Canadian Dollars - Unaudited)

 

For the three months and six months ended June 30, 2026 and 2025

 

 

 

 

NERVGEN PHARMA CORP.

Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

(Unaudited)

 

as at 

June 30, 2026

(Restated – see Note 4)

   December 31, 2025
(Restated – see Note 4)
 
Assets          
Current assets          
Cash and cash equivalents   86,789,698    22,069,635 
Receivables (Note 9)   200,236    80,825 
Prepaids, deposits, and other current assets (Note 8)   2,699,143    641,649 
Current portion of net investment in lease (Note 10)   -    8,369 
Deferred Share Issuance Costs   120,572    - 
    89,809,649    22,800,478 
Non-current assets          
Intangible assets (Note 11)   381,265    409,163 
    381,265    409,163 
    90,190,914    23,209,641 
           
Liabilities          
Current liabilities          
Accounts payable and accrued liabilities (Note 12, 13)   4,287,724    4,657,448 
Warrant derivative (Note 14)   39,062,252    12,647,514 
Current portion of lease liability (Note 10)   -    8,369 
    43,349,976    17,313,331 
           
Shareholders’ Equity (Deficit)          
Common shares (Note 15)   140,545,863    106,905,846 
Reserves (Note 16)   39,582,990    41,155,771 
Deficit   (133,287,915)   (142,165,307)
    46,840,938    5,896,310 
    90,190,914    23,209,641 

 

Nature of business (Note 1)

Commitments (Note 17)

Subsequent events (Note 6, 19)

 

Approved by the Board

 

/s/ Adam Rogers Director /s/ Neil A. Klompas Director

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements

 

2

 

 

NERVGEN PHARMA CORP.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian dollars)

(Unaudited)

 

 

 

   For the 3 Months   For the 3 Months   For the 6 Months   For the 6 Months 
   Ended   Ended   Ended   Ended 
  

June 30, 2026

(Restated – see Note 4)

   June 30, 2025
(Restated – see Note 4)
  

June 30, 2026

(Restated – see Note 4)

   June 30, 2025
(Restated – see Note 4)
 
Operating expenses                    
Research and development (Note 18)   7,795,288    2,624,391    12,575,990    5,669,783 
General and administrative (Note 18)   4,066,560    3,298,105    6,542,743    5,935,365 
Total operating expenses   11,861,848    5,922,496    19,118,733    11,605,148 
                     
Interest income   (180,450)   (86,904)   (284,517)   (194,665)
Unrealized loss (gain) on warrant derivative (Note 14)   (24,254,901)   3,137,849    (29,451,917)   1,551,576 
Share issuance costs allocated to warrant derivative (Note 15)   3,920,232    -    3,920,232    - 
Foreign exchange loss (gain)   (2,149,546)   25,176    (2,179,923)   42,247 
Net income (loss) and comprehensive income (loss)   10,802,817    (8,998,617)   8,877,392    (13,004,306)
                     
Basic net income (loss) per share (Note 15)   0.12    (0.13)   0.10    (0.18)
Diluted net income (loss) per share (Note 15)   (0.13)   (0.13)   (0.22)   (0.18)
                     
Weighted average Common Shares outstanding (Note 15)   92,443,523    71,956,548    86,449,630    71,315,296 
Weighted average Common Shares outstanding – diluted (Note 15)   105,103,569    71,956,548    93,995,233    71,315,296 

 

3

 

 

NERVGEN PHARMA CORP.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

(Unaudited)

 

   Six Months   Six Months 
   Ended   Ended 
   June 30, 2026   June 30, 2025 
  

(Restated – see Note 4)

   (Restated – see Note 4) 
Operating Activities          
Net income (loss) for the period   8,877,392    (13,004,306)
Adjustments:          
Amortization of intangible asset (Note 11)   27,897    27,897 
Interest expense on lease liability (Note 10)   42    2,572 
Interest income on net investment in lease (Note 10)   (42)   (2,572)
Stock-based compensation (Note 16)   3,079,257    2,580,895 
Unrealized foreign exchange   2,272,517    (88,866)
Change in fair value of warrant derivative (Note 14)   (29,451,917)   1,551,576 
Share issuance costs allocated to warrant derivative recorded at fair value (Note 15)   3,920,232    - 
Changes in non-cash working capital:          
Receivables (Note 9)   (119,411)   318,347 
Prepaid expenses (Note 8)   (2,178,066)   575,586 
Accounts payable and accrued liabilities (Note 12, 13)   (360,139)   255,139 
    (13,932,238)   (7,783,732)
Investing Activities          
Payments received from net investment in lease (Note 10)   8,411    50,463 
    8,411    50,463 
Financing Activities          
Repayment of lease liability (Note 10)   (8,411)   (50,463)
Gross proceeds from issuance of common shares and warrants (Note 15)   82,876,260    2,774,226 
Share issue costs – cash (Note 15)   (5,849,659)   (604,769)
Warrant and option exercises (Note 16)   3,907,802    3,907,866 
    80,925,992    6,026,860 
           
Effect of foreign exchange on cash and cash equivalents   (2,282,102)   113,543 
           
Net increase (decrease) in cash and cash equivalents   64,720,063    (1,592,866)
Cash and cash equivalents, beginning of period   22,069,635    17,267,489 
Cash and cash equivalents, end of period   86,789,698    15,674,623 
           
Cash paid for interest and taxes  $-   $- 
Non-cash transactions:          
Finder's/Broker's warrants   -    - 
Fair value of options allocated to share capital   4,081,657    731,153 
Fair value of warrants allocated to share capital   129,045    261,592 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements

 

4

 

 

NERVGEN PHARMA CORP.

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity

(Expressed in Canadian dollars)

(Unaudited)

 

   Common Shares             
   Number   Amount
(Restated – see Note 4)
   Reserves
(Restated – see Note 4)
   Deficit
(Restated – see Note 4)
   Total
(Restated – see Note 4)
 
Balance December 31, 2024   70,333,149    83,916,111    20,304,260    (97,950,974)   6,269,397 
Common share financings, net (Note 15)   949,700    2,169,457    -    -    2,169,457 
Warrant exercise (Note 16)   898,941    2,940,888    (261,592)   -    2,679,296 
Option exercises (Note 16)   654,000    1,959,723    (731,153)   -    1,228,570 
Stock-based compensation (Note 16)   -    -    2,580,895    -    2,580,895 
Income (loss) and comprehensive income (loss)   -    -    -    (13,004,306)   (13,004,306)
Balance June 30, 2025   72,835,790    90,986,179    21,892,410    (110,955,280)   1,923,309 
                          
Balance December 31, 2025   79,649,257    106,905,846    41,155,771    (142,165,307)   5,896,310 
May 2026 Public Offering, net (Note 15)   24,000,000    25,023,633    -    -    25,023,633 
At-the-market Program, (Note 15)   245    1,620    -    -    1,620 
Warrant exercises (Note 16)   357,422    1,153,140    (74,101)   -    1,079,039 
Option exercises (Note 16)   2,306,212    6,965,344    (4,081,657)   -    2,883,687 
Restricted and Performance share units vested (Note 16)   99,497    496,280    (496,280)   -    - 
Stock-based compensation (Note 16)   -    -    3,079,257    -    3,079,257 
Income (loss) and comprehensive income (loss)   -    -    -    8,877,392    8,877,392 
Balance June 30, 2026   106,412,633    140,545,863    39,582,990    (133,287,915)   46,840,938 

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements

 

5

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

1.Nature of business

 

NervGen Pharma Corp. (the “Company” or “NervGen”) is a publicly traded biotechnology company incorporated on January 19, 2017, under the Business Corporations Act (British Columbia). The corporate office of the Company is located at 112-970 Burrard Street, Unit 1290, Vancouver, BC, V6Z 2R4, Canada, and the registered office is located at 1133 Melville Street, Suite 3500, The Stack, Vancouver, BC, V6E 4E5, Canada.

 

Common Shares in the capital of NervGen (the “Common Shares”) trade on the Nasdaq Capital Market under the symbol “NGEN”.

 

The Company has two wholly owned subsidiaries: NervGen US Inc. incorporated in the State of Delaware on June 11, 2018, and NervGen Australia Pty Ltd. registered in Queensland on December 8, 2020.

 

The Company's principal business activity is the discovery, development and commercialization of neuroreparative therapeutics for traumatic and neurologic disorders. NervGen’s initial target indication is spinal cord injury (“SCI”).

 

2.Basis of presentation

 

a)Basis of measurement and statement of compliance

 

 These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (“IAS”) 34 ‘Interim Financial Reporting’ (IAS 34) using the same accounting policies as detailed in the Company’s annual audited consolidated financial statements for the year ended December 31, 2025. These condensed consolidated interim financial statements do not include all of the information required for full annual financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

 The condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial assets measured at fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. These condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.

 

 The condensed consolidated interim financial statements were approved by the Company’s board of directors (the “Board of Directors”) and authorized for issue on October 16, 2026.

 

  b)Going Concern

 

 These condensed consolidated interim financial statements have been prepared in accordance with IFRS accounting principles applicable to a going concern using the historical cost basis.

 

 Management has forecasted that the Company’s existing working capital is sufficient to operate the Company for the ensuing 12 months from the issuance of these financial statements. The Company is in pre-revenue stage and no revenues are expected in the foreseeable future. The Company’s future operations are dependent on successful development and commercialization of pharmaceutical products, as well as its ability to secure additional financing as needed. While the Company has been successful in the past in obtaining financing, there can be no assurance that the Company will be able to obtain adequate financing, or that such financing will be on terms acceptable to the Company, to meet future operational needs which may result in the delay, reduction, or discontinuation of ongoing development programs.

 

 These condensed consolidated financial statements do not reflect the adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and settle its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such amounts could be material.

 

nervgen pharma corp. Q2 2026 INTERIM financial statements6 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

2.Basis of presentation cont’d

 

  c)Principles of Consolidation

 

 These condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries NervGen US Inc. and NervGen Australia Pty Ltd. The subsidiaries are fully consolidated from the date at which control is determined to have occurred and are deconsolidated from the date that the Company no longer controls the entity. Intercompany transactions, balances, and gains and losses on transactions between subsidiaries are eliminated.

 

  d)Functional and presentation currency

 

 The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The functional currency of NervGen and its subsidiaries is the Canadian dollar. Transactions in foreign currencies are translated to the functional currency at the rate on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange as at the reporting date. All differences are taken to profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rate at the date when the fair value was determined.

 

  e)Significant accounting judgements, estimates and assumptions

 

 The preparation of these condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 The condensed consolidated interim financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the condensed consolidated interim financial statements and may require accounting adjustments based on future occurrences. The estimates and underlying assumptions are reviewed on a regular basis. Revisions to accounting estimates are accounted for prospectively.

 

The key judgments and assumptions concerning the future, and other key sources of estimation uncertainty, as of the date of the condensed consolidated interim statement of financial position, that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next fiscal year arise in connection with the going concern assessment, valuation of intangible assets, recognition of government assistance, valuation of warrant derivative, stock-based compensation, contingent repayment of grant funding and the determination of the functional currency of the Company.

 

3.Material accounting policies

 

The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in our audited consolidated financial statements for the year ended December 31, 2025.

 

4.Restatement of Prior Period Financial Statements

 

The audit committee of the Board of Directors of the Company (the “Audit Committee”), based on the recommendation of, and after consultation with, the Company’s management, determined that there were valuation errors in the Company’s accounting for stock options and certain outstanding warrant derivative liabilities. Specifically, the error related to the miscalculation of annualized volatility which is an input in the Black-Scholes-Merton valuation model used to value options and warrant derivatives. The error resulted in an overstatement of Research and development expense and General and administrative expense associated with stock-based compensation. Additionally, the error resulted in an overstatement of warrant derivative liabilities, included within the Condensed Consolidated Interim Statements of Financial Position, as well as corresponding errors in unrealized gain and loss on warrant derivative included within the Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss). In addition, share issuance costs allocated to the warrant derivative were incorrectly recorded in Common shares rather than expensed. These errors do not affect cash flows or cash runway and impacted the period beginning in fiscal year 2020 and continued through June 30, 2026.

 

nervgen pharma corp. Q2 2026 INTERIM financial statements7 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

4.Restatement of Prior Period Financial Statements cont’d

   

The Audit Committee, based on the recommendation of, and after consultation with, the Company’s management, concluded that the impact of the error was material to previously issued financial statements. As a result, the Company has restated its Condensed Consolidated Interim Statements of Financial Position as at June 30, 2026 and December 31, 2025, its Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss) for the three and six months ended June 30, 2026 and 2025, and its Condensed Consolidated Interim Statements of Cash Flows and Statements of Changes in Shareholders' Equity for the six months ended June 30, 2026 and 2025. The restatement includes adjustments to Stock-based compensation expense, Unrealized loss on warrant derivative, Share issuance costs, Warrant derivative liability, Common shares, Reserves, and Deficit.

 

The impact of the correction of the misstatements is summarized below:

 

Condensed Consolidated Interim Statements of Financial Position

 

as at June 30, 2026  As Previously Stated   Restatement Adjustments   As Restated 
Liabilities               
Current liabilities               
Accounts payable and accrued liabilities (Note 12, 13)   4,287,724    -    4,287,724 
Warrant derivative (Note 14)   68,625,899    (29,563,647)   39,062,252 
Current portion of lease liability (Note 10)   -    -    - 
    72,913,623    (29,563,647)   43,349,976 
Shareholders’ Equity               
Common shares (Note 15)   149,861,907    (9,316,044)   140,545,863 
Reserves (Note 16)   45,071,684    (5,488,694)   39,582,990 
Deficit   (177,656,300)   44,368,385    (133,287,915)
    17,277,291    29,563,647    46,840,938 
    90,190,914    -    90,190,914 

 

as at December 31, 2025  As Previously Stated   Restatement Adjustments   As Restated 
Liabilities               
Current liabilities               
Accounts payable and accrued liabilities (Note 12, 13)   4,657,448    -    4,657,448 
Warrant derivative (Note 14)   15,066,898    (2,419,384)   12,647,514 
Current portion of lease liability (Note 10)   8,369    -    8,369 
    19,732,715    (2,419,384)   17,313,331 
Shareholders’ Equity               
Common shares (Note 15)   102,998,992    3,906,854    106,905,846 
Reserves (Note 16)   47,241,452    (6,085,681)   41,155,771 
Deficit   (146,763,518)   4,598,211    (142,165,307)
    3,476,926    2,419,384    5,896,310 
    23,209,641    -    23,209,641 

 

nervgen pharma corp. Q2 2026 INTERIM financial statements8 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

4.Restatement of Prior Period Financial Statements cont’d

 

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

 

for the three months ended June 30, 2026  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Operating expenses               
Research and development (Note 18)   7,891,593    (96,305)   7,795,288 
General and administrative (Note 18)   4,305,025    (238,465)   4,066,560 
Total operating expenses   12,196,618    (334,770)   11,861,848 
Interest income   (180,450)   -    (180,450)
Unrealized loss (gain) on warrant derivative (Note 14)   19,350,611    (43,605,512)   (24,254,901)
Share issuance costs allocated to warrant derivative (Note 15)   -    3,920,232    3,920,232 
Foreign exchange loss (gain)   (2,149,546)   -    (2,149,546)
Net income (loss) and comprehensive income (loss)   (29,217,233)   40,020,050    10,802,817 
Basic net income (loss) per share   (0.32)   0.44    0.12 
Diluted net income (loss) per share   (0.37)   0.24    (0.13)
Weighted average Common Shares outstanding (Note 15)   92,443,523    -    92,443,523 

 

for the three months ended June 30, 2025  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Operating expenses               
Research and development (Note 18)   2,711,117    (86,726)   2,624,391 
General and administrative (Note 18)   3,757,883    (459,778)   3,298,105 
Total operating expenses   6,469,000    (546,504)   5,922,496 
Interest income   (86,904)   -    (86,904)
Unrealized loss (gain) on warrant derivative (Note 14)   2,696,915    440,934    3,137,849 
Foreign exchange loss (gain)   25,176    -    25,176 
Net income (loss) and comprehensive income (loss)   (9,104,187)   105,570    (8,998,617)
Basic net income (loss) per share   (0.13)   -    (0.13)
Diluted net income (loss) per share   (0.13)   -    (0.13)
Weighted average Common Shares outstanding (Note 15)   71,956,548    -    71,956,548 

 

nervgen pharma corp. Q2 2026 INTERIM financial statements9 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

4.Restatement of Prior Period Financial Statements cont’d

 

for the six months ended June 30, 2026  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Operating expenses               
Research and development (Note 18)   12,755,219    (179,229)   12,575,990 
General and administrative (Note 18)   6,972,977    (430,234)   6,542,743 
Total operating expenses   19,728,196    (609,463)   19,118,733 
Interest income   (284,517)   -    (284,517)
Unrealized loss (gain) on warrant derivative (Note 14)   13,629,026    (43,080,943)   (29,451,917)
Share issuance costs allocated to warrant derivative (Note 15)   -    3,920,232    3,920,232 
Foreign exchange loss (gain)   (2,179,923)   -    (2,179,923)
Net income (loss) and comprehensive income (loss)   (30,892,782)   39,770,174    8,877,392 
Basic net income (loss) per share   (0.36)   0.46    0.10 
Diluted net income (loss) per share   (0.48)   0.26    (0.22)
Weighted average Common Shares outstanding (Note 15)   86,449,630    -    86,449,630 

 

for the six months ended June 30, 2025  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Operating expenses               
Research and development (Note 18)   5,859,372    (189,589)   5,669,783 
General and administrative (Note 18)   6,644,910    (709,545)   5,935,365 
Total operating expenses   12,504,282    (899,134)   11,605,148 
Interest income   (194,665)   -    (194,665)
Unrealized loss (gain) on warrant derivative (Note 14)   700,515    851,061    1,551,576 
Foreign exchange loss (gain)   42,247    -    42,247 
Net income (loss) and comprehensive income (loss)   (13,052,379)   48,073    (13,004,306)
Basic net income (loss) per share   (0.18)   -    (0.18)
Diluted net income (loss) per share   (0.18)   -    (0.18)
Weighted average Common Shares outstanding (Note 15)   71,315,296    -    71,315,296 

 

Condensed Consolidated Interim Statements of Cash Flows

 

for the six months ended June 30, 2026  As Previously Stated   Restatement Adjustments   As Restated 
Operating Activities               
Net income (loss) for the period   (30,892,782)   39,770,174    8,877,392 
Stock-based compensation   3,688,720    (609,463)   3,079,257 
Change in fair value of warrant derivative (Note 14)   13,629,026    (43,080,943)   (29,451,917)
Share issuance costs allocated to warrant derivative (Note 15)   -    3,920,232    3,920,232 
Other items not involving cash and changes in non-cash working capital   (357,202)   -    (357,202)
Net cash used in operating activities   (13,932,238)   -    (13,932,238)

 

nervgen pharma corp. Q2 2026 INTERIM financial statements10 

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

4.Restatement of Prior Period Financial Statements cont’d

 

for the six months ended June 30, 2025  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Operating Activities               
Net income (loss) for the period   (13,052,379)   48,073    (13,004,306)
Stock-based compensation   3,480,029    (899,134)   2,580,895 
Change in fair value of warrant derivative (Note 14)   700,515    851,061    1,551,576 
Other items not involving cash and changes in non-cash working capital   1,088,103    -    1,088,103 
Net cash used in operating activities   (7,783,732)   -    (7,783,732)

 

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

 

for the six months ended June 30, 2026  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Total Shareholders’ Equity            
Balance December 31, 2025   3,476,926    2,419,384    5,896,310 
May 2026 Public Offering, net (Note 15)   37,025,940    (12,002,307)   25,023,633 
At-the-market Program (Note 15)   1,620    -    1,620 
Warrant exercises (Note 16)   1,093,180    (14,141)   1,079,039 
Option exercises (Note 16)   2,883,687    -    2,883,687 
Restricted share units vested (Note 16)   -    -    - 
Stock-based compensation (Note 16)   3,688,720    (609,463)   3,079,257 
Income (loss) and comprehensive income (loss)   (30,892,782)   39,770,174    8,877,392 
Balance June 30, 2026   17,277,291    29,563,647    46,840,938 

 

for the six months ended June 30, 2025  As Previously
Stated
   Restatement
Adjustments
   As Restated 
Total Shareholders’ Equity            
Balance December 31, 2024   2,576,607    3,692,790    6,269,397 
Common share financings, net (Note 15)   2,169,457    -    2,169,457 
Warrant exercise (Note 16)   2,679,296    -    2,679,296 
Option exercises (Note 16)   1,228,570    -    1,228,570 
Stock-based compensation (Note 16)   3,480,028    (899,133)   2,580,895 
Income (loss) and comprehensive income (loss)   (13,052,379)   48,073    (13,004,306)
Balance June 30, 2025   (918,421)   2,841,730    1,923,309 

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS11

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

5.Segment reporting

 

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company has one reportable operating segment being the research and development of pharmaceutical drugs. The Company’s intangible assets are registered in the U.S., and as at June 30, 2026, the Company had cash and other current assets of approximately US$55,672,391 (CA$79,027,660) (December 31, 2025 - US$3,833,348, CA$5,238,386), in the U.S. As of June 30, 2026, the Company also had other current assets of approximately AUS$420,892 (CA$413,189) (December 31, 2025 - AUS$531,664, CA$486,313) held in Australia. All other assets are held in Canada.

 

6.Capital disclosures

 

The Company defines its capital as share capital, warrants, retention securities and options. The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to grow its businesses.

 

The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may issue shares or issue debt (secured, unsecured, convertible and/or other types of available debt instruments).

 

On November 25, 2024 the Company filed a short form base shelf prospectus, which was subsequently restated on December 15, 2025 and amended on May 22, 2026 (the "Base Shelf") that qualifies for distribution of up to US$250,000,000 of Common Shares, debt securities, subscription receipts, warrants and units comprised of one or more of the other securities described. The Base Shelf amends our previous base shelf and is also registered with the U.S. Securities and Exchange Commission on Form F-10 that was filed on May 26, 2026 (the Form F-10 and the Base Shelf referred to herein collectively as the “Base Shelf”). Under our Base Shelf, we may sell securities to or through underwriters, dealers, placement agents, or other intermediaries, and also may sell securities directly to purchasers or through agents, subject to obtaining any applicable exemption from registration requirements. The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be subject to change, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices to be negotiated with purchasers and as set forth in an accompanying prospectus supplement.

 

Our Base Shelf provides us with additional flexibility when managing our cash resources as, under certain circumstances, it shortens the time period required to close a financing and is expected to increase the number of potential investors that may be prepared to invest in our company. We expect that our Base Shelf will be effective until December 25, 2026.

 

On December 19, 2024, the Company filed a prospectus supplement that, together with the Base Shelf, qualified the distribution of Common Shares under the ATM Program that allowed the Company to issue and sell Common Shares to the public from time-to-time through an agent, at the Company’s discretion and subject to regulatory requirements. All Common Shares sold under the ATM Program were sold through the TSX Venture Exchange, at the prevailing market price at the time of sale. On March 12, 2026, the Company terminated the ATM Program concurrently with the announcement of a voluntary delisting from the TSX-V. Common Shares distributed under the ATM Program were issued and sold at the prevailing market prices at the time of their sale, and prices varied among purchasers and during the period of distribution.

 

Through June 30, 2026, the Company issued and sold 949,945 Common Shares under the ATM Program at a weighted average price of $2.92 per share, for aggregate gross proceeds of $2,775,746. The Company paid cash placement fees of $55,514 to the Agent resulting in aggregate net proceeds of $2,720,231 and incurred $715,641 in professional fees to establish, maintain, and wind down the ATM Program, including $410,255 that were incurred in 2024. These costs are recorded as a decrease to Common Shares within the consolidated statements of financial position.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS12

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

6.Capital disclosures cont’d

 

On July 2, 2026, the Company filed a prospectus supplement that, together with the Base Shelf, qualified the distribution of Common Shares, under an at-the-market equity program (the “2026 ATM Program”) that allows the Company to issue and sell Common Shares to the public from time to time through an agent (the “Agent”), at the Company’s discretion and subject to regulatory requirements. All Common Shares issued under the 2026 ATM Program will be sold in transactions that are deemed to be “at-the-market” distributions as defined in National Instrument 44-102 – Shelf Distributions. All Common Shares sold under the 2026 ATM Program will be sold through the Nasdaq, at the prevailing market price at the time of sale. As Common Shares distributed under the ATM Program are issued and sold at the prevailing market prices at the time of their sale, prices may vary among purchasers and during the period of distribution. During the three months ended June 30, 2026, the Company incurred $120,572 of legal expenses in connection with setting up the 2026 ATM Program.

 

The Company has used and will use the net proceeds from the ATM Program and 2026 ATM Program principally for general corporate purposes (including funding ongoing operations and/or working capital requirements), to repay indebtedness outstanding from time to time, to fund research and development, intellectual property development, and preclinical and clinical expenses.

 

There were no changes to the Company’s capital management policy during the six months ended June 30, 2026. The Company is not subject to any externally imposed capital requirements.

 

7.Financial risk management

 

(a)Fair value

 

The Company’s financial instruments recognized on the condensed consolidated interim statements of financial position consist of cash and cash equivalents, receivables, warrant derivative, accounts payable and accrued liabilities. The fair value of these instruments approximate their carrying values due to their short-term maturity.

 

(b)Classification of financial instruments

 

The Company’s financial instruments, recorded at fair value, require disclosure about how the fair value was determined based on significant levels of inputs described in the following hierarchy:

 

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and value to provide pricing information on an ongoing basis.

 

Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.

 

Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

 

Cash and cash equivalents are measured at fair value using Level 1 as the basis for measurement in the fair value. The recorded amounts for receivables, accounts payable, and accrued liabilities, approximate their fair value due to their short-term nature. In July 2022, November 2025, and May 2026, the Company issued common share purchase warrants with an exercise price denominated in a currency that differs from our functional currency, which are treated as a derivative measured at fair value with subsequent changes in fair value accounted for through the consolidated statements of income (loss) and comprehensive income (loss). The warrants issued in July 2022 were subsequently amended in December 2025 to have an exercise price denominated in the Company’s functional currency resulting in a reclassification of the warrant as an equity classified instrument at the fair value determined on the date of the amendment. The November 2025 and May 2026 warrants remain liability classified as of June 30, 2026, and the fair value of the corresponding warrant derivative recognized on the consolidated statements of financial position is based on level 2 inputs (significant observable inputs) as these warrants have not been listed on an exchange and therefore do not trade on an active market. As at June 30, 2026, the fair value of our non-cash warrant derivative was $39.1

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS13

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

7.Financial risk management cont’d

 

million (December 31, 2025 - $12.6 million). The Company uses the Black-Scholes valuation model to estimate fair value. The expected volatility is based on the Common Share historical volatility, the risk-free interest rate is based on Bank of Canada benchmark treasury yield rates and the expected life represents the estimated length of time the warrants are expected to remain outstanding.

 

The Company has exposure to the following risks from its use of financial instruments: credit, liquidity, currency, and interest rate risk. The Company reviews its risk management framework on a quarterly basis and makes adjustments as necessary. There have been no significant changes in these risk exposures compared to December 31, 2025.

 

(c)  Credit risk

 

Credit risk is the risk of potential loss if a counterparty to a financial instrument fails to meet its contractual obligations. Our credit risk is primarily attributable to our liquid financial assets, including cash and cash equivalents, receivables, deposits, and balances receivable from the government. We limit the exposure to credit risk in our cash and cash equivalents by only holding our cash and cash equivalents with high-credit quality financial institutions in business and/or savings accounts.

 

(d)Liquidity risk

 

Liquidity risk is the risk that we will not have the resources to meet our obligations as they fall due. We manage this risk by closely monitoring cash forecasts and managing resources to ensure that we will have sufficient liquidity to meet our obligations. All of our financial liabilities are classified as current and the majority, other than the non-cash warrant derivative, are anticipated to mature within the next ninety days. We are exposed to liquidity risk other than for the warrant derivative which is non-cash.

 

(e)Market Risk

 

a.Currency risk

 

The Company has identified our functional currency as the Canadian dollar. Transactions are transacted in Canadian dollars, U.S. dollars and in Australian dollars. Fluctuations in the U.S. or Australian dollar exchange rate could have a significant impact on the Company’s results. Assuming all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the U.S. dollar would result in an increase or decrease in income (loss) and comprehensive income (loss) for the six months ended June 30, 2026, of $7,829,792 (June 30, 2025 - $65,172). A 10% depreciation or appreciation of the Canadian dollar against the Australian dollar would result in an increase or decrease in income (loss) and comprehensive income (loss) for the six months ended June 30, 2026, of $156,062 (June 30, 2025 - $124,029).

 

In the near-term, we mitigate overall currency risk through the use of U.S. dollar denominated cash balances to pay forecasted U.S. denominated expenses when possible. In the long-term, we are exposed to net currency risk from employee costs as well as the purchase of goods and services in the United States and Australia.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS14

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

7.Financial risk management cont’d

 

Balances in U.S. dollars are as follows:

 

   June 30, 2026   December 31, 2025 
   US$   US$ 
Cash   55,434,080    9,695,348 
Receivables   109,757    47,275 
Vendor deposits   914,904    134,503 
Accounts payable and accrued liabilities   (1,358,163)   (1,331,795)
    55,100,578    8,545,331 

 

Balances in Australian dollars are as follows:

 

   June 30, 2026   December 31, 2025 
   AU$   AU$ 
Cash   420,134    529,628 
Receivables   757    2,036 
Accounts payable and accrued liabilities   (2,010,601)   (2,009,171)
    (1,589,710)   (1,477,507)

 

b.Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The warrant derivative that is discussed further in Note 14 is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the condensed consolidated statements of income (loss) and comprehensive income (loss). An input to the model is the risk-free rate which is reflective of Canadian bond yields. Therefore, the Company is exposed to interest rate risk through the non-cash impact it has on the condensed consolidated statements of loss and comprehensive loss. Additionally, the Company is exposed to interest rate risk from cash and cash equivalents held in interest bearing accounts. The Company maintains its cash balances in highly liquid deposit accounts with reputable financial institutions. These balances are generally held to meet short-term operational and liquidity requirements and are invested in instruments with short maturities to preserve capital and maintain liquidity. As a result, the Company's exposure to fluctuations in interest rates is limited and relates primarily to changes in interest income earned on variable-rate cash deposits. Management monitors prevailing market conditions and interest rates on an ongoing basis. Given the short-term and highly liquid nature of the Company's cash and cash equivalent balances, the fair value of these instruments approximates their carrying value.

 

c.Other price risk

 

Other price risks include the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than interest rate or currency risk). The warrant derivative that is discussed further in Note 14 is recorded at fair value using a Black-Scholes pricing model with changes in fair value recorded in the condensed consolidated statements of income (loss) and comprehensive income (loss). An input to the model is the market price of the Company’s shares as of the valuation date. Therefore, the Company is exposed to other price risk through the non-cash impact it has on the condensed consolidated statements of loss and comprehensive loss.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS15

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

8.Prepaids, deposits, and other current assets

 

   June 30, 2026   December 31, 2025 
   $   $ 
Prepaid insurance   578,932    88,405 
Prepaid membership fees   9,610    43,567 
Prepaid listing fees   61,548    14,512 
Prepaid software   9,341    11,556 
Licensing fees   46,288    92,576 
Prepaid rent and related deposits   -    37,328 
Clinical study deposits   1,214,591    164,657 
Prepaid manufacturing   215,033    131,710 
Prepaid nonclinical studies   527,312    - 
Other   36,488    57,338 
    2,699,143    641,649 

 

9.Receivables

 

   June 30, 2026   December 31, 2025 
   $   $ 
Value added and other taxes receivable   200,236    55,510 
Grants receivable   -    25,315 
    200,236    80,825 

 

10.Net investment in lease and lease liability

 

The carrying amounts of the Company’s net investment in lease and lease liabilities and movements during the six months ended June 30, 2026, were as follows:

 

    Net Investment in
Lease
    Lease Liability  
    $     $  
Balance December 31, 2025     8,369       8,369  
Lease payments     (8,411 )     (8,411 )
Lease interest     42       42  
Balance, June 30, 2026     -       -  
Current portion     -       -  
Non-current portion     -       -  

 

The Company’s sublease and sub-sublease of the former head office expired on February 26, 2026. The lease arrangement was not renewed and the Company has not entered into a new lease arrangement.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS16

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

11.Intangible asset

 

In June 2018, the Company entered into an exclusive worldwide licensing agreement to research, develop and commercialize a patented technology, with Case Western Reserve University (“CWRU”) in Cleveland, Ohio with potential to bring new therapies for spinal cord injury and other conditions associated with nerve damage.

 

The license costs are being amortized on a straight-line basis over the remaining life of the licensed patent which was 15 years at the time of licensing.

 

Continuity of the intangible asset is as follows:

 

Intangible asset – Case Western Reserve license  Total
$
 
Balance, December 31, 2025   409,163 
Amortization expense   (27,898)
Balance, June 30, 2026   381,265 

 

Under the exclusive worldwide licensing agreement with CWRU to research, develop and commercialize patented technologies, the Company has commitments to pay various annual license fees, patent costs, milestone payments and royalties on revenues, contingent on the achievement of certain development and regulatory milestones. The future milestone payments that are contingent upon the occurrence of future events or future royalties which may be due upon the regulatory approval of products derived from licensed technologies cannot be reasonably estimated. Annual minimum royalty payments are expensed whereas milestone payments related to the cost of the intangible asset are capitalized, as incurred.

 

As at June 30, 2026, the Company is obligated to pay the following:

 

·An annual minimum royalty of US$50,000 per year, adjusted by the cumulative % change in the CPI-W.

 

·Project milestones payable based on the achievement of future clinical development milestones, estimated to total US$1,885,000, of which US$135,000 has been paid related to milestones achieved. There are up to US$1,750,000 remaining milestone payments as of June 30, 2026, of which US$250,000 may be payable within the next twelve months contingent on certain milestones being achieved.

 

12.Accounts payable and accrued liabilities

 

   June 30, 2026   December 31, 2025 
   $   $ 
Employee related costs   812,210    1,362,925 
Legal and professional fees   868,900    714,529 
Research and development   2,577,130    2,552,529 
Other   29,484    27,465 
    4,287,724    4,657,448 

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS17

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

13.Key management personnel

 

Key management personnel, consisting of the Company’s Board of Directors and corporate officers, received the following compensation for the following periods:

 

   Three months ended June 30,   Six months ended June 30, 
  

2026

(Restated – see
Note 4)

   2025
(Restated – see
Note 4)
  

2026

(Restated – see
Note 4)

   2025
(Restated – see
Note 4)
 
    $    $    $    $ 
Stock-based compensation   1,461,163    842,695    1,877,066    1,472,811 
Salaries and bonuses   337,206    634,858    338,728    1,463,597 
Consulting   90,894    -    207,544    - 
    1,889,263    1,477,553    2,423,338    2,936,408 

 

As at June 30, 2026, the Company had amounts owing or accrued to key management personnel of $134,440 (December 31, 2025 - $332,430) pertaining to accrued bonus, consulting services, and expense reimbursements.

 

Dr. Rogers is a representative of the Company’s largest shareholder PFP Bioscience Holdings (“PFP”) through his role as a Principal and Managing Member of PFP. PFP is considered to have significant influence over the Company by virtue of Dr. Rogers’ role as Chair, President, and CEO, and is therefore considered a related party of the Company. 10,800,000 of the Company’s Common Shares are held by PFP Biosciences Holdings LLC of which 10,000,000 were acquired as part of the July 2022 private placement, and 800,000 were acquired as part of the May 2026 underwritten public offering. Further, associates of PFP, the Paul & Phyllis Fireman Charitable Foundation and the Paul Fireman 2006 Revocable Trust are the beneficial owners of 3,831,530 and 857,143 Common Shares, respectively which were acquired as part of the March 2024 bought deal financing and concurrent private placement and the November 2025 private placement. These entities are also holders of 5,000,000 warrants with an exercise price of $2.44, 1,439,574 warrants with an exercise price of $3.00, 904,761 warrants with an exercise price of US$2.65, and 800,000 warrants with an exercise price of US$3.68 acquired as part of the July 2022, March 2024, November 2025 private placements, and May 2026 public offering, respectively. All previous transactions between the Company and PFP have been at market price and therefore considered to be at arms-length.

 

14.Warrant derivative

 

On July 13, 2022, pursuant to a non-brokered private placement, 10,150,000 units were sold at a purchase price of US$1.50 per unit for gross proceeds of $19,783,500 (US$15,225,000). Each unit included one Common Share and one-half of one Common Share purchase warrant (the “July ’22 Warrants”). Each whole warrant was exercisable into one Common Share at a price of US$1.75 per Common Share until July 13, 2027. On December 12, 2025, the Company amended the terms of the warrants to change the denomination of the exercise price from US$1.75 to C$2.44. The change in the denomination of the exercise price resulted in the derecognition of the warrant derivative liability and recognition of an equity classified instrument at the fair value as determined on December 12, 2025.

 

On November 19, 2025, pursuant to a non-brokered private placement, 4,785,674 units were sold at a purchase price of US$2.10 per unit for gross proceeds of $14,110,433 (US$10,049,915). Each unit included one Common Share and one-half of one Common Share purchase warrant (the “November ’25 Warrants”). Each whole warrant is exercisable into one Common Share at a price of US$2.65 per Common Share until November 19, 2028.

 

On May 22, 2026, pursuant to an underwritten public offering, 24,000,000 units were sold at a purchase price of US$2.50 per unit for gross proceeds of $82.9 million (US$60.0 million). Each unit included one Common Share and one Common Share purchase warrant (the “May ‘26 Warrants”). Each warrant is exercisable into one Common Share at a price of US$3.68 per Common Share until May 22, 2031.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS18

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

14.          Warrant derivative cont’d

 

There is no cash flow impact as a result of the accounting treatment for changes in the fair value of the warrant derivative or when warrants expire unexercised.

 

A reconciliation of the change in fair value of the warrant derivative is as follows:

 

  

Fair Value of
November ’25 Warrant
Derivative

(Restated – see Note 4)

$

  

Fair Value of May ‘26
Warrant Derivative

(Restated – see Note 4)

$

  

Total Fair Value of
Warrant Derivative

(Restated – see Note 4)

$

 
Balance, December 31, 2025   12,647,514    -    12,647,514 
Recognition of warrant derivative   -    55,921,579    55,921,579 
Exercise of warrants   (54,924)        (54,924)
Change in fair value of warrant derivative   (9,573,751)   (19,878,166)   (29,451,917)
Balance, June 30, 2026   3,018,839    36,043,413    39,062,252 

 

The estimated fair value of the warrant derivative was determined using the Black-Scholes valuation model using the following assumptions:

 

November ’25 Warrants 

June 30, 2026

(Restated – see Note 4)

   December 31, 2025
(Restated – see Note 4)
 
Risk-free interest rate    4.14%   2.57%
Expected warrant life in years   2.17    2.62 
Expected stock price volatility   86.69%   82.46%
Dividend yield   -    - 
Warrants outstanding   2,374,332    2,392,832 
         
May ‘26 Warrants 

June 30, 2026

(Restated – see Note 4)

   December 31, 2025 
Risk-free interest rate   4.19%    - 
Expected warrant life in years   4.91    - 
Expected stock price volatility   74.61%   - 
Dividend yield   -    - 
Warrants outstanding   24,000,000    - 

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS19

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025 

(Expressed in Canadian Dollars)

 

 

15.Share capital

 

Authorized

 

Unlimited common shares.

 

Equity Issuances

 

Fiscal 2026

 

During the six months ended June 30, 2026, 1,463,980 options were exercised for cash proceeds of $2,883,687 and 1,271,020 options were exercised on a cashless basis, for which the Company withheld shares with a fair market value sufficient to satisfy the exercise price, resulting in net 842,232 shares being issued. In addition to the cash proceeds received, the original fair value related to these options of $4,081,657, were transferred from reserves to share capital. Additionally, 357,422 warrants were exercised for cash proceeds of $1,024,115. In addition to the cash proceeds received, the original fair value related to these warrants of $74,101, were transferred from reserves to share capital, and $54,924 was transferred from warrant liability to share capital.

 

The Company also issued and sold 245 Common Shares under the ATM Program at a weighted average price of $6.20 per unit, for aggregate gross proceeds of $1,519, plus interest from the distribution agent. The Company incurred cash placement fees and professional fees totaling $50,510 related to maintaining and winding down the ATM Program. These costs are recorded as a decrease to Common Shares within the condensed consolidated statements of financial position.

 

On May 22, 2026, the Company closed an underwritten public offering of 24.0 million units at a price of US$2.50 per unit, for aggregate gross proceeds of $82,874,636 (US$60.0 million). Each unit consisted of one Common Share and one Common Share purchase warrant. Each warrant is exercisable into one Common Share at a price of US$3.68 per Common Share until May 22, 2031. The warrants were attributed a value of $55.9 million and the common shares of $27.0 million using the residual value valuation methodology. The value of the warrants was allocated to derivative warrant liability and subsequently remeasured at fair value on June 30, 2026. The Company also paid a cash commission of $4,972,478 to the underwriters, for total net proceeds of $77,902,162. The Company also incurred $826,671 in other share issue costs related to legal, auditor, and listing fees. Share issuance costs of $3,920,232 allocated to the warrant derivative were expensed in the condensed consolidated interim statements of income (loss) and comprehensive income (loss).

 

Fiscal 2025

 

During the six months ended June 30, 2025, 654,000 options were exercised for cash proceeds of $1,228,570. In addition to the cash proceeds received, the original fair value related to these options of $731,153, were transferred from reserves to share capital.

 

Additionally, 898,941 warrants were exercised for cash proceeds of $2,679,296. In addition to the cash proceeds received, the original fair value related to these warrants of $261,592, were transferred from reserves to share capital. The Company also issued and sold 949,700 Common Shares under the ATM Program at a weighted average price of $2.92 per share, for aggregate gross proceeds of $2,774,227. The Company paid cash placement fees of $55,485 to the agents resulting in aggregate net proceeds of $2,718,742. The Company incurred $549,285 in professional fees related to the establishment of the ATM Program, including $410,255 that were incurred in 2024. These costs are recorded as a decrease to Common Shares within the condensed consolidated statements of financial position.

 

During the six months ended June 30, 2025, the Company has incurred $235,593 in professional fees included in deferred share issuance costs related to ongoing financing activities.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS20

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

15.Share capital cont’d

 

Calculation of earnings (loss) per share

 

Basic earnings (loss) per common share is calculated using the weighted average number of common shares outstanding.

 

For the three and six months ended June 30, 2026, the Company reported net income. During these periods, the Company recognized an unrealized gain on the remeasurement of liability-classified warrants, which is included in net income (loss) and comprehensive income (loss). As this gain is non-cash and would not arise assuming settlement of the warrants, it is adjusted in the calculation of diluted earnings per share.

 

For diluted earnings per share, liability-classified warrants are accounted for using the if-converted method and are assumed to be exercised at the beginning of the period (or at the date of issue, if later). The unrealized gain or loss recognized on the warrant derivative is reversed in the numerator, and the shares issuable on exercise are included in the denominator, where dilutive. Equity-classified stock options, restricted share units and warrants are included using the treasury stock method, under which the assumed exercise proceeds are used to repurchase common shares at the average market price for the period, and the resulting incremental shares are included in the denominator, where dilutive. For the three and six months ended June 30, 2025, the Company reported a net loss and all potential ordinary shares were anti-dilutive. For the three and six months ended June 30, 2026, after including the liability-classified warrants, the Company is in a loss position for diluted earnings per share purposes; stock options, restricted share units and equity-classified warrants were therefore excluded from the calculation as their effect would be anti-dilutive.

 

Potential ordinary shares are included only when their overall effect is dilutive. The calculation was as follows:

 

  

Three Months
Ended

June 30, 2026

(Restated – see Note 4)

   Three Months
Ended June 30,
2025
(Restated – see Note 4)
  

Six Months
Ended June 
30, 2026

(Restated – see Note 4)

   Six Months
Ended June 30,
2025
(Restated – see Note 4)
 
Numerator:                
Net income (loss) and comprehensive income (loss)                
Basic   10,802,817    (8,998,617)   8,877,392    (13,004,306)
Adjustment for unrealized gain on warrant liability   (24,254,901)   -    (29,451,917)   - 
Diluted   (13,452,084)   (8,998,617)   (20,574,525)   (13,004,306)
                     
Denominator:                    
Basic   92,443,523    71,956,548    86,449,630    71,315,296 
Adjustment for dilutive effect of liability-classified warrants (if-converted method)   12,660,046    -    7,545,603    - 
Diluted   105,103,569    71,956,548    93,995,233    71,315,296 
                     
Basic net income (loss) per share   0.12    (0.13)   0.10    (0.18)
Diluted net income (loss) per share   (0.13)   (0.13)   (0.22)   (0.18)

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS21

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

16.Stock options, retention securities and warrants

 

Stock-based compensation

 

The following table presents the components of stock-based compensation expense:

 

Stock-based compensation by award type: 

Three
Months
Ended
June 30,
2026

(Restated – see
Note 4)

  

Three Months
Ended June 30,
2025

(Restated – see
Note 4)

  

Six Months
Ended June
 30, 2026

(Restated – see
Note 4)

  

Six Months
Ended June 30,
2025

(Restated – see
Note 4)

 
Stock options   1,873,696    1,433,112    2,551,134    2,494,213 
Retention Securities        38,960         86,682 
Restricted share units   188,463    -    188,463    - 
Performance share units   339,660    -    339,660    - 
Total   2,401,819    1,472,072    3,079,257    2,580,895 

 

Stock Options:

 

Stock option transactions for the six months ended June 30, 2026 are set forth below:

 

    Number of shares
issuable under
options
  

Weighted average
exercise price

$

 
Balance outstanding at December 31, 2025   9,275,900    2.31 
Granted   3,038,495    5.86 
Exercised   (2,735,000)   1.90 
Forfeited/Expired   (677,943)   4.69 
Balance outstanding at June 30, 2026   8,901,452    3.47 

 

Stock options granted during the period vest subject to continued service to the company and/or achievement of certain predefined company-specific performance-based criteria.

 

The following table summarizes information about stock options outstanding at June 30, 2026:

 

Exercise
Price ($)
   Number of
Options
Outstanding
  

Weighted
average

remaining

contractual

life (Years)

   Weighted
average
exercise Price ($)
   Number of
Options
Exercisable
  

Weighted
average

remaining

contractual

life (Years)

   Weighted
average
exercise
Price ($)
 
1.01-1.50   38,000    3.77    1.13    38,000    3.77    1.13 
1.51-2.00   3,070,000    4.02    1.78    3,070,000    4.02    1.78 
2.01-2.50   560,000    1.92    2.15    560,000    1.92    2.15 
2.51-3.00   558,000    6.87    2.85    404,000    6.30    2.86 
3.01-3.50   1,152,900    4.87    3.24    1,152,900    4.87    3.24 
3.51-4.00   942,500    4.51    3.83    736,771    4.13    3.85 
5.01-5.50   987,002    9.82    5.40    7,815    9.68    5.45 
5.51-6.00   875,159    9.84    5.56    5,860    9.68    5.74 
6.50-7.00   614,799    9.62    6.98    -    -    - 
7.51-8.00   103,092    4.62    7.69    -    -    - 
    8,901,452    5.84    3.47    5,975,346    4.17    2.43 

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS22

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

16.Stock options, retention securities and warrants cont’d

 

The fair value of options granted is calculated on the grant date using the Black-Scholes option pricing model using the following assumptions:

 

    

June 30, 2026

(Restated – see Note 4)

    

June 30, 2025

(Restated – see Note 4)

 
Risk-free interest rate   3.75% - 4.46%    2.72% - 3.19% 
Expected term in years   4.8 – 9.0 years    4.1 – 9.2 years 
Expected stock price volatility   72.4% - 74.8%    65.7% - 69.8% 
Dividend yield   -    - 

 

Retention Securities:

 

The Company has granted 590,000 retention securities to its former President and Chief Executive Officer in connection with his appointment on April 10, 2023. As a result of the resignation of the former President and Chief Executive Officer in July 2025, 98,333 retention securities were forfeited. Each retention security was exercisable into one common share at a price of $1.78 per share for a period of 10 years and the retention securities vested equally every month over a three-year period. The weighted average remaining contractual life of the retention securities is 0.04 years and 491,667 securities were exercisable as at June 30, 2026.

 

The retention securities were granted outside of the Company’s stock option plan, as an inducement grant to the former President and Chief Executive Officer of the Company pursuant to Section 6.4 of TSX Venture Exchange Policy 4.4.

 

Restricted Stock Units (RSUs):

 

The Company granted RSUs to the CEO which vested immediately upon the date of grant. Each RSU entitled the holder to receive one common share of the Company upon vesting. Stock-based compensation expense is recognized over the period in which the RSUs vested.

 

RSU transactions for the six months ended June 30, 2026 are set forth below:

 

    Number of shares
issuable under RSU
 
Balance outstanding at December 31, 2025   - 
Granted   37,784 
Vested   (37,784)
Forfeited/Expired   - 
Balance outstanding at June 30, 2026   - 

 

The weighted-average grant-date fair value of RSUs granted during the period was $4.99 per unit. The Company recognized stock-based compensation expense of $188,463 during the year related to RSU awards.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS23

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025 

(Expressed in Canadian Dollars)

 

 

16.Stock options, retention securities and warrants cont’d

 

Performance Stock Units (PSUs):

 

The Company grants PSUs to members of senior management. Vesting is subject to the achievement of certain predefined company-specific performance-based criteria within the 2026 calendar year, subject to continued employment at each performance objective achievement date. Each PSU entitles the holder to receive one common share of the Company upon vesting. Stock-based compensation expense is recognized over the vesting period based on management's best estimate of the number of awards expected to vest. These estimates are reassessed at each reporting date.

 

PSU transactions for the six months ended June 30, 2026 are set forth below:

 

    Number of shares
issuable under PSU
 
Balance outstanding at December 31, 2025   - 
Granted   617,135 
Vested   (61,713)
Forfeited/Expired   (246,854)
Balance outstanding at June 30, 2026   308,568 

 

The weighted-average grant-date fair value of PSUs granted during the period was $4.99 per unit. The Company recognized stock-based compensation expense of $339,660 during the year related to PSU awards and had $1,507,261 of unrecognized expense related to unvested PSUs as of June 30, 2026.

 

Warrants:

 

Warrant transactions for the six months ended June 30, 2026 are set forth below:

 

    Number of shares
issuable under
warrants
  

Weighted average
exercise price

US$

  

Weighted average
exercise price

$

 
Balance outstanding at December 31, 2025   11,339,848    2.65    2.88 
Granted   24,000,000    3.68    5.23 
Exercised   (357,422)        2.87 
Balance outstanding at June 30, 2026   34,982,426         4.50 

 

The following table summarizes information about warrants outstanding at June 30, 2026:

 

Exercise Price ($)   Number of Warrants Outstanding   Grant Date  Expiry Date
2.44   5,075,000   July 13, 2022  July 13, 2027
3.00   3,533,094   March 28, 2024  March 28, 2027
3.77 (US 2.65)   2,374,332   November 19, 2025  November 19, 2028
5.23 (US 3.68)   24,000,000   May 22, 2026  May 22, 2031
    34,982,426       

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS24

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited)

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

17.          Commitments

 

In the normal course of business, the Company enters into contracts for the procurement of research and related services. These contracts are typically cancellable by the Company with notice.

 

In June 2023, the Company was awarded a grant of up to US$3.18 million (CA$4.22 million) to support the Company’s Phase 1b/2a clinical trial in individuals with SCI. In connection with the grant, the Company agreed to pay a percentage of the Company’s net annual sales revenue of NVG-291 or any derivative approved in SCI through the provision of an unrestricted donation to the granting entity in the amount of up to the total funds received through the agreement. Any donation that may become due under the agreement is dependent on, among other factors, the successful development and sale of a new drug, the outcome and timing of which is uncertain. As at June 30, 2026, the grant had concluded and the Company had received US$2.56 million (CA$3.40 million) over the life of the grant. There are no future proceeds expected to be received under this grant. The grant funding received was recorded as a reduction of the related clinical and regulatory expenses, included in research and development expenses, in the period the milestone was earned.

 

18.Nature of expenses

 

   Three Months Ended June 30,   Six Months Ended June 30, 
  

2026

(Restated –
see Note 4)

   2025
(Restated –
see Note 4)
  

2026

(Restated –
see Note 4)

   2025
(Restated –
see Note 4)
 
    $    $    $    $ 
Research and Development Expenses                    
Amortization of intangible asset   13,948    13,948    27,897    27,897 
Preclinical development   672,732    382,709    1,178,233    546,126 
Chemistry, manufacturing and controls   2,741,541    400,676    4,284,317    697,904 
Licensing and patent legal fees   107,777    81,917    213,033    124,159 
Clinical and regulatory   3,264,627    191,609    5,022,302    1,078,629 
Salaries and benefits   581,567    1,169,748    1,102,144    2,352,361 
Stock-based compensation   289,658    282,282    499,606    626,770 
Other research and development   123,438    101,502    248,458    215,937 
    7,795,288    2,624,391    12,575,990    5,669,783 

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS25

 

 

 

NERVGEN PHARMA CORP.

Notes to the condensed consolidated interim financial statements (unaudited) 

For the three and six months ended June 30, 2026 and 2025

(Expressed in Canadian Dollars)

 

 

18.Nature of expenses cont’d

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2026
(Restated –
see Note 4)
$
   2025
(Restated –
see Note 4)
$
   2026
(Restated –
see Note 4)
$
   2025
(Restated –
see Note 4)
$
 
General and Administrative Expenses                
   Legal, professional and finance   372,944    486,306    1,055,242    770,117 
   Investor and public relations   381,681    448,913    981,337    908,000 
   Salaries and benefits   666,297    1,023,527    861,050    1,896,462 
   Stock-based compensation   2,112,161    1,189,790    2,579,651    1,954,126 
   Other general and administrative   533,477    149,569    1,065,463    406,660 
    4,066,560    3,298,105    6,542,743    5,935,365 

 

19.Subsequent events

 

Subsequent to June 30, 2026:

 

(a)1,310,000 stock options were exercised for cash proceeds of $2,082,550.

 

(b)On July 2, 2026, the Company filed a prospectus supplement that, together with the Base Shelf, qualified the distribution of up to US$50.0 million in Common Shares, under an at-the-market equity program that allows the Company to issue and sell Common Shares to the public from time to time through an agent, at the Company’s discretion and subject to regulatory requirements.

 

NERVGEN PHARMA CORP. Q2 2026 INTERIM FINANCIAL STATEMENTS26