NGEN NERVGEN PHARMA CORP.

“The restatement corrected errors arising from the miscalculation of annualized volatility, an input in the Black-Scholes-Merton valuation model used to measure the fair value of the Company s warrant derivative liabilities and share-based compensation.”

“Due to the material weakness described below, the Chief Executive Officer and Chief Financial Officer concluded that the Company s disclosure controls and procedures were not effective as of December 31, 2025.”

“Based on this assessment, management concluded that ICFR was not effective as of December 31, 2025.”

“Management identified a material weakness in the design of the Company s controls over the review of the calculation of the share option and warrant derivative values, and classification of share-issuance costs.”

“We have determined that the use of the going concern basis of accounting is appropriate, as described under Basis of Presentation above and in note 2(b) of the amended and restated consolidated financial statements.”

“In May 2026, we completed a US$60 million public offering. As a result, management has concluded that, as at the date the amended and restated consolidated financial statements were authorized for issue, the material uncertainty no longer exists.”

“SUMMARY OF QUARTERLY FINANCIAL RESULTS Dec 31 Sep 30 Jun 30 Mar 31 Dec 31 Sep 30 Jun 30 Mar 31 2025 2025 2025 2025 2024 2024 2024 2024 (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated) (Restated)”

“The Company determined that there were non-cash valuation errors in its accounting for stock options and certain outstanding warrant derivative liabilities. Specifically, the errors related to the miscalculation of annualized volatility, which is an input in the Black-Scholes-Merton valuation model used to value stock options and warrant derivatives.”

“the restatement of certain previously issued financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries.”

“we identified a material weakness in our internal control over financial reporting, which resulted in the restatement of certain previously issued financial statements.”

“This amended and restated MD&A reflects the restatement of the Company s previously issued consolidated financial statements for the years ended December 31, 2025 and 2024 and supersedes the MD&A previously filed for the year ended December 31, 2025.”