Nervgen Pharma CORP. 40-F Filing

Ticker: NGEN · Form: 40-F · Filed: Mar 31, 2026 · CIK: 0001751912

Sentiment: neutral

Filing Stats: 2,239 words · 9 min read · ~7 pages · Grade level 12.7 · Accepted 2026-03-31 07:30:34

Filing Documents

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES A. Certifications The required disclosure is included in Exhibits 99.5, 99.6, 99.7 and 99.8 of this Annual Report on Form 40-F. B. Disclosure Controls and Procedures The information provided under the heading "Disclosure Controls and Procedures and Internal Controls Over Financial Reporting" contained in the MD&A, filed as Exhibit 99.3 to this Annual Report on Form 40-F, is incorporated by reference herein. C. Management's Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Registrant's registered public accounting firm due to a transition period established by rules of the U.S. Securities and Exchange Commission (the " Commission ") for newly public companies. D. Changes in Internal Control over Financial Reporting The information provided under the heading "Disclosure Controls and Procedures and Internal Controls Over Financial Reporting" contained in the MD&A, filed as Exhibit 99.3 to this Annual Report on Form 40-F, is incorporated by reference herein. NOTICES PURSUANT TO REGULATION BTR There were no notices required by Rule 104 of Regulation BTR that the Registrant sent during the year ended December 31, 2025 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR. AUDIT COMMITTEE FINANCIAL EXPERT The Registrant's Board of Directors (the " Board ") has determined that each member of the Audit Committee, Brian Bayley, Neil Klompas and Harold Punnett, is "independent" (as defined by Rule 10A-3 of the Exchange Act and Nasdaq Rule 5605(a)(2)) and that Mr. Klompas is an "audit committee financial expert" (as that term is defined in paragraph 8(b) of General Instruction B to Form 40-F). For a description of Mr. Klompas' relevant experience in financial matters, see the

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 40-F are forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933, as amended. Please see "INTRODUCTION AND FORWARD-LOOKING STATEMENTS" in the AIF, filed as Exhibit 99.1 to this Annual Report on Form 40-F for a discussion of risks, assumptions, uncertainties and other factors that could cause actual results to vary from those forward-looking statements. INCORPORATION BY REFERENCE This Annual Report is incorporated by reference into the Registrant's Registration Statement on Form F-10 (File No. 333- 292197). UNDERTAKING The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. CONSENT TO SERVICE OF PROCESS The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises. Any change to the name or address of the Registrant's agent for service shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the Registrant. Exhibit Index Exhibit No. Document 97.1 Compensation Recovery Policy of the Registrant. 99.1 Annual Information Form of the Registrant for the fiscal year ended December 31, 2025. 99.2 Consolidated Financial Statements as of and for the years ended December 31, 2025 and 2024. 99.3 Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2025 99.4 Consent of KPMG LLP, dated March 31, 2026. 99.5 Certification of Chief Executive Officer

SIGNATURES

SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. Date: March 31, 2026 NERVGEN PHARMA CORP. By: /s/ Adam Rogers Name: Adam Rogers Title: Chief Executive Officer

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