NervGen Pharma Corp. (NASDAQ: NGEN) experienced a steep decline in its share price in premarket activity on Friday, with stock falling 39.7% after the company disclosed a dilutive public offering.
The Ottawa-based clinical-stage biopharmaceutical company has priced an underwritten offering of 24,000,000 common shares at $2.50 per share. In addition to the common shares, the transaction includes accompanying warrants to purchase up to 24,000,000 additional common shares. Each warrant carries an exercise price of $3.68 per common share, will be immediately exercisable upon issuance and will expire five years from the date of issuance.
The deal is projected to yield about $60.0 million in gross proceeds prior to the deduction of underwriting discounts, commissions and other offering expenses. The offering is scheduled to close on May 26, 2026, and remains subject to customary closing conditions.
NervGen said it will combine the net proceeds from this financing with its existing cash and cash equivalents to advance its NVG-291 candidate through clinical studies, and to support general corporate and working capital requirements.
The securities are being offered across all Canadian provinces and territories except Quebec. Leerink Partners and TD Cowen are acting as joint bookrunning managers for the transaction.
NervGen is focused on developing neuroreparative therapeutics aimed at treating spinal cord injury and other neurotraumatic and neurologic conditions. The company's announcement and the placement terms prompted the significant premarket share movement.
Context and implications
- The offering introduces a substantial number of new common shares and warrants, which the company describes as dilutive.
- Proceeds are earmarked for clinical advancement of NVG-291 and for broader corporate liquidity needs.
- The transaction timeline targets a close on May 26, 2026, subject to standard closing requirements.
Market participants will likely watch for the completion of the offering and subsequent use of proceeds as the company progresses its clinical program. The immediate exercisability of the warrants and their five-year term are notable elements of the financing structure.