XORTX Announces US$5 Million Public Offering

XORTX Therapeutics (NASDAQ:XRTX) priced a public offering of 2,659,574 common shares or pre-funded warrants at US$1.88 per share for expected gross proceeds of US$5 million before fees and expenses.

Rhea-AI Summary

XORTX Therapeutics (NASDAQ:XRTX) priced a public offering of 2,659,574 common shares or pre-funded warrants at US$1.88 per share for expected gross proceeds of US$5 million before fees and expenses.

The pre-funded warrants are immediately exercisable at US$0.0001 and the offering is expected to close on or about May 15, 2026, subject to customary conditions and regulatory approvals.

Positive

• Public offering expected to raise US$5 million in gross proceeds
• Pricing set at US$1.88 per common share or pre-funded warrant
• Pre-funded warrants immediately exercisable at US$0.0001 per share
• Registration statement on Form F-1 declared effective on May 13, 2026

Negative

• Equity offering implies potential share dilution for existing XRTX shareholders
• Gross proceeds of US$5 million before deducting fees and expenses
• Closing remains subject to customary conditions and regulatory approvals

Argus May 14 session

-14.10% close to close Open Argus

Details

News Market Reaction – XRTX

In the May 14 session, XRTX declined 14.10%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -14.1% in the session following this news. A negative reaction despite the capital...

Analysis

The stock dropped -14.1% in the session following this news. A negative reaction despite the capital raise fits concerns that repeated offerings and pre-funded warrants may be dilutive. Prior financing news showed a decline of 3.37% on one offering, so pressure around this US$5 million deal would be consistent with past skepticism. Investors may weigh the benefit of added cash against potential dilution and the company’s pattern of returning to equity markets.

Key Figures

Offering size: US$5 million Shares offered: 2,659,574 shares Offering price: US$1.88 per share +5 more

Offering size

US$5 million

Gross proceeds from May 2026 public offering

Shares offered

2,659,574 shares

Common shares or equivalents in May 2026 offering

Offering price

US$1.88 per share

Pricing of May 2026 public offering

Warrant exercise price

US$0.0001 per share

Exercise price of Pre-Funded Warrants in offering

Expected closing date

May 15, 2026

Target closing for May 2026 offering

Form F-1 file number

333-290512

Registration statement for May 2026 offering

SEC effectiveness date

May 13, 2026

Date Form F-1 was declared effective

Pre-news share price

$2.34

Last close before May 14, 2026 offering news

Previous Offering Reports

2 past events · Latest: Oct 29

Same Type 2 events

1. Oct 29

   Equity offering close

   24h Move

   +2.9%

   Closing of US$1.1M registered direct offering with shares and pre-funded warrants.

2. Oct 21

   Equity offering pricing

   24h Move

   -3.4%

   Pricing of US$1.1M registered direct offering at US$0.63 per share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrants, exercise price, registration statement, form f-1, +3 more

7 terms

pre-funded warrants financial

"common shares equivalents in lieu thereof (“Pre-Funded Warrants”) at an offering price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"The Pre-Funded Warrants have an exercise price of US$0.0001 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement regulatory

"offered pursuant to a registration statement on Form F-1 (File No. 333-290512)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form f-1 regulatory

"registration statement on Form F-1 (File No. 333-290512), which was declared effective"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

placement agent financial

"E.F. Hutton & Co. is acting as exclusive placement agent for the Offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

prospectus regulatory

"The Offering is being made only by means of the prospectus forming part"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

u.s. securities and exchange commission regulatory

"declared effective by the U.S. Securities and Exchange Commission (the “SEC”)"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CALGARY, Alberta, May 14, 2026 (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 the pricing of a public offering of 2,659,574 common shares (“Common Shares”) or common shares equivalents in lieu thereof (“Pre-Funded Warrants”) at an offering price of US$1.88 for gross proceeds of US$5 million, prior to deducting placement agent’s fees and other offering expenses (the “Offering”). The Pre-Funded Warrants have an exercise price of US$0.0001 per share, will be immediately exercisable, and will terminate once exercised in full.

The Offering is expected to close on or about May 15, 2026, subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

E.F. Hutton & Co. is acting as exclusive placement agent for the Offering.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-290512), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026. The Offering is being made only by means of the prospectus forming part of the effective registration statement relating to the Offering. A final prospectus relating to the Offering will be filed with the SEC. Copies of the final prospectus relating to the Offering may be obtained, when available, by contacting E.F. Hutton & Co., 745 Fifth Avenue, 34^th Floor and PH, New York, NY 10151, or by email at efhcapitalmarkets@efhutton.com. Investors may also obtain these documents at no cost by visiting the SEC’s website at https://www.sec.gov.

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 and recently acquired VB4-P5 program, which is currently at the pre-IND stage of development and targets both rare and prevalent forms of kidney disease. 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.

For more information, please contact:

Allen Davidoff, CEO		Nick Rigopulos, Director of Communications
adavidoff@xortx.com		nick@alpineequityadv.com
+1 403 455 7727		+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, XORTX is using forward-looking statements when it discusses the expected mix of securities offered, the timing of the closing of the Offering and the satisfaction of customary closing conditions 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. The Offering may not occur, may be delayed or may be completed with different terms than are currently contemplated. Except as otherwise required by law, 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 Registration Statement on Form F-1 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 did XORTX Therapeutics (NASDAQ:XRTX) announce on May 14, 2026 about its public offering?

XORTX Therapeutics announced pricing of a public offering raising US$5 million in gross proceeds. According to XORTX, it will issue 2,659,574 common shares or pre-funded warrants at US$1.88 per share, before placement agent fees and offering expenses.

How many shares is XORTX (XRTX) offering and at what price in the May 2026 deal?

XORTX is offering 2,659,574 common shares or pre-funded warrants at US$1.88 each. According to XORTX, this pricing implies expected gross proceeds of US$5 million, prior to deducting placement agent fees and other offering-related expenses.

When is the XORTX (XRTX) US$5 million public offering expected to close?

The XORTX public offering is expected to close on or about May 15, 2026. According to XORTX, closing is subject to customary conditions, including receipt of all necessary regulatory approvals such as approval from the TSX Venture Exchange.

What are the terms of the pre-funded warrants in the XORTX (XRTX) May 2026 offering?

The pre-funded warrants have an exercise price of US$0.0001 per share and are immediately exercisable. According to XORTX, these warrants will remain outstanding only until exercised in full, acting as common share equivalents within the offering structure.

How might the XORTX (XRTX) US$5 million public offering affect existing shareholders?

The offering introduces additional common shares or pre-funded warrants, which may dilute existing holdings. According to XORTX, 2,659,574 securities will be issued, increasing the share count once fully exercised and potentially impacting per-share metrics for current investors.

Under which SEC registration statement is the May 2026 XORTX (XRTX) offering being made?

The offering is being made under a registration statement on Form F-1 (File No. 333-290512). According to XORTX, the U.S. SEC declared this registration statement effective on May 13, 2026, allowing the company to proceed with the public offering.

How can investors obtain the final prospectus for the XORTX (XRTX) May 2026 public offering?

Investors can request the final prospectus from E.F. Hutton & Co. or access it via the SEC website. According to XORTX, copies will be available after filing with the SEC as part of the effective Form F-1 registration statement.