Vancouver, Canada. July 14, 2022— NervGen Pharma Corp. (TSX-V: NGEN; OTCQX: NGENF) (“NervGen” the “Company”), a clinical stage biotech company dedicated to developing a first-in-class neuroreparative drug to treat nervous system damage, announced that it has closed its previously announced non-brokered private placement (the “Private Placement”) of 10,150,000 units of the Company at a price of US$1.50 per unit (the “Unit Price”), for aggregate gross proceeds to the Company of US$15,225,000. In connection with the Private Placement, Adam Rogers, MD, Manager of PFP Biosciences Holdings (“PFP Biosciences”), has been appointed to NervGen’s Board of Directors.
“I want to take this opportunity to thank these investors, in particular our new investor PFP Biosciences which invested $15,000,000 of the total proceeds, for providing NervGen with funds for the continued development of our lead drug candidate, NVG-291, including the ongoing Phase 1 clinical trial and preparations for upcoming Phase 2 trials for Alzheimer’s disease, spinal cord injury and multiple sclerosis,” said Bill Radvak, Executive Chairman. “We also welcome Dr. Rogers to our Board of Directors and are confident he will be a strong addition with his broad experience and proven track record of successful drug development and biotech fundraising, licensing, mergers and acquisitions.”
“Our group at PFP Biosciences sees the world of possibility that NervGen’s technology will create for people suffering devastating spinal cord injuries,” said Dr. Rogers. “The peer reviewed preclinical data based on Dr. Jerry Silver’s research showing rodents with severe spinal cord injury regaining the ability to walk following NVG-291 treatment was absolutely compelling to us. Our mission as investors is to ensure that NVG-291 lives up to its enormous potential to help those patients with spinal cord injuries regain lost function as well as unlock treatment options for those suffering from Alzheimer’s disease, multiple sclerosis and other diseases requiring the repair of nervous system damage. I look forward to joining the NervGen board and helping guide the Company through the upcoming clinical trials to benefit as many patients as possible.”
Adam Rogers, MD is a Principal of Boston based PFP Biosciences Holdings and a board-certified ophthalmologist specializing in diseases and surgery of the retina and vitreous. Dr. Rogers co-founded Hemera Biosciences in 2010, a clinical stage gene therapy biotech company targeting dry age-related macular degeneration. He assumed the role of Chief Executive Officer in 2017 and oversaw all aspects of the company until the Hemera assets were acquired in December 2020 by Janssen Pharmaceuticals, a subsidiary of Johnson & Johnson. Dr. Rogers graduated from Emory University College and Emory School of Medicine. From 2001 to 2020 he served as an Assistant Professor of Ophthalmology at the New England Eye Center of Tufts Medical Center (Boston, MA). Dr. Rogers has published 25 articles in peer reviewed journals and co-authored two textbooks and numerous chapters in major ophthalmic textbooks. Since 2007 he has served on the board of One Family Inc., an organization whose mission is to end homelessness in Massachusetts. He is a member of the Emory University Board of Trustees.
Each unit (the “Unit”) issued in the Private Placement consisted of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”, and together with the Common Shares, the “Securities”). Each Warrant is exercisable into one Common Share at a price of US$1.75 per Common Share until July 13, 2027. All of the Securities issued pursuant to the Private Placement are subject to a four month and one day hold period in accordance with applicable Canadian securities laws. In addition, PFP Biosciences was granted the right to nominate a candidate for the Board of Directors as long as they own at least 5% of the outstanding shares of the Company. The appointment of Dr. Rogers fulfills this obligation.
The Company intends to use the net proceeds from the Private Placement for continued development of their lead drug candidate, NVG-291, and general corporate purposes.
In connection with the Private Placement and in accordance with the policies of the TSX Venture Exchange (“TSXV”), the Company paid certain finders a fee of 500,000 Common Shares at a price per share valued at the Unit Price.
Pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, PFP Biosciences reports that it acquired 10,000,000 Units in the Private Placement. This acquisition exceeds 10% of the issued and outstanding Common Shares of NervGen and triggered the requirement to file an early warning report.
Prior to the Private Placement, PFP Biosciences owned and controlled no Common Shares of NervGen. Subsequent to the Private Placement, PFP Biosciences owns and controls 10,000,000 Common Shares representing 17.1% of the issued and outstanding Common Shares of the Issuer based on a total of 58,544,558 Common Shares outstanding as of July 13, 2022 and 5,000,000 warrants. Each warrant contains a restriction that the holder may not exercise the warrant if the holder owns more than 19.99% of the Company at the time of exercise.
PFP Biosciences has acquired the Units for investment purposes and in accordance with applicable securities laws. PFP Biosciences may, from time to time, acquire additional common shares and/or other equity, debt or other securities or instruments of NervGen in the open market or otherwise, and reserves the right, subject to applicable securities law, to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities.
A copy of the early warning report to be filed by the PFP Biosciences in connection with the acquisition of the Units will be available on SEDAR at www.sedar.com under NervGen’s profile. Copies of such reports will also be available upon written request to PFP Biosciences Holdings LLC, 800 South St., Suite 600, Waltham, MA 02453 or by contacting Suzanne Adams at (617) 236-5111 or to NervGen’s head office at 2955 Virtual Way, Suite 480, Vancouver, BC V5M 4X6.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) or persons in the United States unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
NervGen holds the exclusive worldwide rights to NVG-291 and is developing a unique new class of reparative drugs. NVG-291 is a therapeutic peptide that mimics the intracellular domain of the receptor protein tyrosine phosphatase sigma (PTPσ), a cell surface receptor known to interact with chondroitin sulfate proteoglycans (CSPGs). When damage to the nervous system occurs, CSPGs initially help to contain damage. However, the interaction between CSPGs and PTPσ in the long term interferes with repair of the nervous system, inhibiting functions such as neural plasticity, axonal regeneration and remyelination. NVG-291-R has shown efficacy in a range of animal models, including models of spinal cord injury, peripheral nerve injury, multiple sclerosis and stroke, and NVG-291-R has been shown to promote nervous system repair and enhanced recovery of functions such as walking, bladder control, vision, and memory.
NervGen (TSX-V: NGEN, OTCQX: NGENF) is a clinical stage biotech company dedicated to developing innovative treatments that enable the nervous system to repair itself following damage, whether due to injury or disease. The company’s initial focus is on Alzheimer’s disease, spinal cord injury and multiple sclerosis. For more information, go to www.nervgen.com.
About PFP Biosciences
PFP Biosciences is a privately held life sciences venture capital firm focusing on preclinical or early clinical stage assets. The mission of PFP Biosciences is to bring to market innovative pharmaceutical treatments addressing diseases or conditions with significant unmet clinical needs with the potential to improve the lives of people.
For further information, please contact:
Bill Adams, Chief Financial Officer
Huitt Tracey, Corporate Communications
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation. Such forward-looking statements and information herein include, but are not limited to, the Company’s current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements, or any other future events or developments constitute forward-looking statements, and the words “may”, “will”, “would”, “should”, “could”, “expect”, “plan”, “intend”, “trend”, “indication”, “anticipate”, “believe”, “estimate”, “predict”, “likely” or “potential”, or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements include, without limitation, statements relating to: our development programs, including the development of NVG-291; our research for the treatment of spinal cord injury, multiple sclerosis, Alzheimer’s disease and other neurodegenerative applications; the timing and the use of proceeds of the Private Placement; the future right to nominate a candidate to the Board of Directors; and PFP Biosciences plans to acquire or dispose of additional Securities of the Company.
Forward-looking statements are based on estimates and assumptions made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances. In making forward-looking statements, the Company has relied on various assumptions, including, but not limited to: the Company’s ability to manage the effects of the COVID-19 pandemic; the accuracy of the Company’s financial projections; the Company obtaining positive results in its clinical and other trials; the Company obtaining necessary regulatory approvals; and general business, market and economic conditions.
Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation, a lack of revenue, insufficient funding, the impact of the COVID-19 pandemic, reliance upon key personnel, the uncertainty of the clinical development process, competition, and other factors set forth in the “Risk Factors” section of the Company’s Annual Information Form, financial statements and Management Discussion and Analysis which can be found on SEDAR.com. All clinical development plans are subject to additional funding.
Readers should not place undue reliance on forward-looking statements made in this news release. Furthermore, unless otherwise stated, the forward-looking statements contained in this news release are made as of the date of this news release, and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement.