Exhibit 99.3 

 

 

 

NERVGEN PHARMA CORP.
(the “Company”)

 

Report of Voting Results
Pursuant to Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations

 

In respect of the annual general meeting of shareholders of the Company held on April 23, 2026 (the “Meeting”), the following sets forth a brief description of the matters which were considered and voted upon at the Meeting and the outcome of the vote in respect of each matter. For additional details, please refer to the Company’s Management Information Circular dated March 13, 2026 (the “Circular”) available on the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

The percentage of votes for or withheld, as applicable, from voting are displayed as a percentage of votes cast.

 

1.Number of Directors

 

By resolution passed by a vote conducted by a show of hands, the number of directors of the Company was set at eight (8). The results of the votes are set forth below.

VOTES FOR   VOTES AGAINST 
Number   Percentage (%)   Number   Percentage (%) 
 19,463,813    99.77%   45,004    0.23%

 

2.Election of Directors

 

By resolution passed by a vote conducted by a show of hands, each of the eight (8) nominees as set out in the Circular were elected as directors of the Company to hold office until immediately before the election or appointment of directors at the next annual general meeting of the Company. The results of the votes are set forth below opposite the name of each elected director.

 

NOMINEE  VOTES FOR   VOTES WITHHELD 
   Number   Percentage (%)   Number   Percentage (%) 
J. Craig Thompson   19,338,134    99.13%   170,683    0.87%
Krista L. McKerracher   16,930,115    86.78%   2,578,702    13.22%
Harold M. Punnett   19,396,834    99.43%   111,983    0.57%
Randall E. Kaye   19,271,017    98.78%   237,800    1.22%
Brian E. Bayley   19,060,424    97.70%   448,393    2.30%
Adam H. Rogers   19,364,636    99.26%   144,181    0.74%
Gianni (John) Ruffolo   19,354,384    99.21%   154,433    0.79%
Neil A. Klompas   19,356,634    99.22%   152,183    0.78%

 

 

 

 

3.Appointment of Auditors

 

By resolution passed by a vote conducted by a show of hands, KPMG LLP was re-appointed as the auditor of the Company for the ensuing year and the directors of the Company were authorized to fix the auditor’s remuneration. The results of the votes are set forth below.

 

VOTES FOR    VOTES WITHHELD 
Number    Percentage (%)    Number    Percentage (%) 
19,506,267    99.99%   2,550    0.01%

 

4.Approval of the Omnibus Equity Incentive Plan

 

By resolution passed by a vote conducted by a show of hands, the adoption of the Company’s Omnibus Equity Incentive Plan was approved. The results of the votes are set forth below.

 

VOTES FOR    VOTES AGAINST 
Number    Percentage (%)    Number    Percentage (%) 
18,703,254    95.87%   805,563    4.13%

 

5.Approval of the Amended and Restated Stock Option Plan

 

By resolution passed by a vote conducted by a show of hands, the amendments to the Company’s Amended and Restated Stock Option Plan was approved. The results of the votes are set forth below.

 

VOTES FOR   VOTES AGAINST 
Number   Percentage (%)   Number   Percentage (%) 
18,852,601    96.64%   656,216    3.36%

 

6.Approval of the Amended Articles of the Company

 

By resolution passed by a vote conducted by a show of hands, the adoption of certain amendments to the Company’s Articles were approved. The results of the votes are set forth below.

 

VOTES FOR   VOTES AGAINST 
Number   Percentage (%)   Number   Percentage (%) 
19,208,235    98.46%   300,582    1.54%

 

DATED this 24th day of April, 2026.

 

Yours truly,

 

NervGen Pharma Corp.

 

(signed) “Adam Rogers”

Adam Rogers

President, Chief Executive Officer and interim Chief Financial Officer