XORTX Announces Pricing of US$1.1 Million Registered Direct Offering

Rhea-AI Summary

XORTX (NASDAQ: XRTX) announced a registered direct offering of 1,746,631 common shares (or equivalents) at US$0.63 per share, for gross proceeds of approximately US$1.1 million. Closing is expected on or about October 22, 2025, subject to customary closing conditions and TSX Venture Exchange approval. Net proceeds are intended for working capital and general corporate purposes. D. Boral Capital is sole placement agent. Shares will be issued under an effective Form F-3 shelf registration declared effective by the SEC on February 3, 2023. A prospectus supplement will be filed with the SEC.

Positive

• Registered direct offering raising US$1.1M gross
• Pricing fixed at US$0.63 per share for 1,746,631 shares
• Proceeds designated for working capital and general corporate purposes
• Form F-3 shelf registration declared effective on Feb 3, 2023

Negative

• Issuance of 1,746,631 shares will dilute existing shareholders
• Closing is conditional on TSXV approval and customary conditions
• Net proceeds will be reduced by placement agent fees and offering expenses

Insights

Capital markets analyst

Registered direct raises $1.1 million for working capital; closing expected Oct. 22, 2025.

XORTX sold 1,746,631 common shares at $0.63 per share in a registered direct offering, with gross proceeds of $1.1 million. The shares will be issued under an existing effective Form F-3 shelf and the close is subject to customary conditions and TSXV approval.

The immediate business mechanism is straightforward capital infusion to support operations; the company states net proceeds will fund working capital and general corporate purposes. Key dependencies include the satisfaction of closing conditions and TSXV approval, which could delay or prevent receipt of funds.

Watch for the actual closing on or about Oct. 22, 2025, the filed prospectus supplement on the SEC website, and any disclosed placement fees or further use-of-proceeds detail; these items will clarify dilution and net cash impact over the coming weeks.

CALGARY, Alberta, Oct. 21, 2025 (GLOBE NEWSWIRE) -- XORTX Therapeutics Inc. ("XORTX" or the “Company”) (NASDAQ: XRTX | TSXV: XRTX | Frankfurt: ANU), a late stage clinical pharmaceutical company focused on developing innovative therapies to treat gout and progressive kidney disease, announces that it has entered into a securities purchase agreement with an institutional investor for the purchase and sale of 1,746,631 common shares (or common share equivalents in lieu thereof) in a registered direct offering (the “Offering”) at a purchase price of US$0.63 per common share.

The closing of the Offering is expected to occur on or about October 22, 2025, subject to the satisfaction of customary closing conditions and approval from the TSX Venture Exchange. The gross proceeds from the Offering are expected to be US$1.1 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

D. Boral Capital LLC is acting as sole placement agent for the Offering.

The common shares (and common share equivalents in lieu thereof) will be issued in a registered direct offering pursuant to an effective shelf registration statement on Form F-3 (File No. 333-269429) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC on February 3, 2023. A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC and, once filed, will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39^th Floor, New York, NY 10022, or by telephone at +1 (212) 970-5150, or by email at info@dboralcapital.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About XORTX Therapeutics Inc.

XORTX is a pharmaceutical company with three clinically advanced products in development: 1) our lead program XRx-026 program for the treatment of gout; 2) XRx-008 program for ADPKD; and 3) XRx-101 for acute kidney and other acute organ injury associated with respiratory virus infections. In addition, the Company is developing XRx-225, a pre-clinical stage program for Type 2 diabetic nephropathy. XORTX is working to advance products that target aberrant purine metabolism and xanthine oxidase to decrease or inhibit production of uric acid. At XORTX, we are dedicated to developing medications that improve the quality of life and health of individuals with gout and other important diseases. Additional information on XORTX is available at www.xortx.com.

For more information, please contact:

Allen Davidoff, CEO                                          adavidoff@xortx.com or +1 403 455 7727

Nick Rigopulos, Director of Communications nick@alpineequityadv.com or +1 617 901 0785

Neither the TSX Venture Exchange nor Nasdaq has approved or disapproved the contents of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. 

Forward Looking Statements

This press release contains express or implied forward-looking statements pursuant to applicable securities laws. For example, the Company is using forward-looking statement in this press release when it discusses the intended use of proceeds and closing of the Offering. These forward-looking statements and their implications are based on the current expectations of the management of XORTX only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Except as otherwise required by applicable law and stock exchange rules, XORTX undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting XORTX is contained under the heading “Risk Factors” in XORTX’s Annual Report on Form 20-F filed with the SEC, which is available on the SEC's website, www.sec.gov (including any documents forming a part thereof or incorporated by reference therein), as well as in our reports, public disclosure documents and other filings with the securities commissions and other regulatory bodies in Canada, which are available on www.sedarplus.ca.

FAQ

What is the size and price of the XRTX offering announced October 21, 2025?

XRTX priced 1,746,631 shares at US$0.63 per share for gross proceeds of about US$1.1M.

When is the XRTX registered direct offering expected to close?

The closing is expected on or about October 22, 2025, subject to customary conditions and TSXV approval.

How will XRTX use the proceeds from the US$1.1 million offering?

The company intends to use net proceeds for working capital and general corporate purposes.

Who is the placement agent for XRTX's October 2025 offering?

D. Boral Capital is acting as the sole placement agent.

Under what registration will XRTX issue the offered shares?

Shares will be issued under an effective Form F-3 shelf registration declared effective by the SEC on Feb 3, 2023.

Will the XRTX offering dilute existing shareholders and incur fees?

Yes; issuance of 1,746,631 shares will dilute shareholders and net proceeds will be reduced by placement agent fees and expenses.