Eupraxia (EPRX) raises $63.2M to fund EP-104GI and GI pipeline

Rhea-AI Filing Summary

Eupraxia Pharmaceuticals Inc. closed a public equity financing that raised gross proceeds of approximately US$63.2 million. The deal consisted of 7,607,145 common shares at US$7.00 per share and 1,428,571 pre-funded warrants priced at US$6.99999 each.

The company plans to use the funds mainly to advance its EP-104GI program for Eosinophilic Esophagitis, including preclinical work, a Phase 2 trial, preparations for a Phase 3 trial, and related manufacturing and regulatory activities. Additional proceeds will support broader gastrointestinal indications, pipeline research, business development, and general corporate purposes.

Insights

Biotech equity analyst

Eupraxia secures $63.2M to fund EP-104GI clinical plans.

Eupraxia Pharmaceuticals completed a public offering raising gross proceeds of about US$63.2 million through common shares and pre-funded warrants. This capital is earmarked primarily for the EP-104GI program in Eosinophilic Esophagitis, spanning preclinical work, a Phase 2 trial, and preparations for a Phase 3 trial.

The company also highlights plans to explore EP-104GI in additional gastrointestinal indications such as esophageal strictures and fibrostenotic Crohn’s disease. Remaining funds are allocated to research on other pipeline candidates, business development, and general corporate needs including salaries, working capital, and infrastructure, which together support pipeline and corporate expansion.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41923

Eupraxia Pharmaceuticals Inc.

(Translation of registrant’s name into English)

201-2067 Cadboro Bay Road

Victoria, British Columbia, Canada V8R 5G4

Telephone : (250) 590-3968

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐ Form 40-F ☒

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1		Material Change Report, dated February 23, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Eupraxia Pharmaceuticals Inc..
				(Registrant)
Date: March 6, 2026				/s/ Alex Rothwell
				Alex Rothwell
				Chief Financial Officer

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company

Eupraxia Pharmaceuticals Inc. (the “Company”)

201-2067 Cadboro Bay Rd.

Victoria, British Columbia

Canada, V8R 5G4

Item 2: Date of Material Change

February 20, 2026

Item 3: News Release

A news release announcing the material change was issued on February 20, 2026 through Globe Newswire and a copy was subsequently filed on SEDAR+.

Item 4: Summary of Material Change

On February 20, 2026, the Company announced that it closed its previously announced public offering (the “Offering”) of 7,607,145 common shares of the Company (the “Common Shares”), which includes the issuance of 1,178,571 Common Shares upon full exercise of the option to purchase additional shares granted to the underwriters, at a price to the public of US$7.00 per Common Share, and pre-funded warrants to purchase up to 1,428,571 Common Shares in lieu thereof (the “Pre-Funded Warrants”) at a price of US$6.99999 per Pre-Funded Warrant, which equals the public offering price per Common Share less the C$0.000001 per share exercise price of each Pre-Funded Warrant, for gross proceeds of approximately US$63.2 million, before deducting the underwriting commissions and estimated expenses incurred in connection with the Offering.

Item 5.1: Full Description of Material Change

On February 20, 2026, the Company announced that it closed the Offering of 7,607,145 Common Shares, which includes the issuance of 1,178,571 Common Shares upon full exercise of the option to purchase additional shares granted to the underwriters, at a price to the public of US$7.00 per Common Share, and 1,428,571 Pre-Funded Warrants at a price of US$6.99999 per Pre-Funded Warrant, which equals the public offering price per Common Share less the C$0.000001 per share exercise price of each Pre-Funded Warrant, for gross proceeds of approximately US$63.2 million, before deducting the underwriting commissions and estimated expenses incurred in connection with the Offering.

Cantor Fitzgerald & Co. and LifeSci Capital LLC acted as joint book-running managers for the Offering. Bloom Burton Securities Inc. and Craig-Hallum Capital Group, LLC also acted as co-managers for the Offering.

The Company intends to use the net proceeds from the Offering primarily for the continued advancement of EP-104GI for Eosinophilic Esophagitis, including the completion of ongoing preclinical studies, and Phase 2 clinical trials, preparations for a Phase 3 clinical trial including the related regulatory submissions, and manufacturing activities, and to undertake the necessary commercial/market development activities to prepare for the eventual product launch. The Company also intends to use a portion of the proceeds to accelerate and expand its plans to pursue clinical

studies with EP-104GI in multiple additional gastrointestinal indications, including in esophageal strictures and fibrostenotic Crohn’s disease. A portion of the proceeds will be allocated to research and development of additional pipeline candidates, business development initiatives, and general corporate purposes, which may include but are not limited to employee salaries, working capital, leases for facilities, administrative expenses, and capital expenditures. The Company may also use a portion of the proceeds to expand its intellectual property portfolio and strengthen its corporate infrastructure to support future growth.

The Offering was made pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2024, and the Company’s existing Canadian short form base shelf prospectus, (the “Base Prospectus”) dated February 5, 2024. A preliminary prospectus supplement and a final prospectus supplement (the “Supplement”) relating to and describing the terms of the Offering were filed with the securities commissions in all of the provinces and territories of Canada, except Quebec, and with the SEC in the United States. The Supplement and accompanying Base Prospectus contain important detailed information about the Offering.

The Supplement and accompanying Base Prospectus can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Copies of the Supplement and accompanying Base Prospectus may also be obtained from Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com, from LifeSci Capital LLC at 1700 Broadway, 40th Floor, New York, New York 10019, or by email at compliance@lifescicapital.com, or from Bloom Burton Securities Inc. at ecm@bloomburton.com, or from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com.

This material change report 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 province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.

Item 5.2: Disclosure of Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

For further information, please contact Alex Rothwell, Chief Financial Officer of the Company at 250-590-3968.

Item 9: Date of Report

February 23, 2026

FAQ

What financing transaction did Eupraxia Pharmaceuticals (EPRX) complete?

Eupraxia Pharmaceuticals completed a public offering raising approximately US$63.2 million in gross proceeds. The financing combined common shares and pre-funded warrants, providing new capital to fund clinical development of EP-104GI, broader gastrointestinal indications, pipeline research, business development, and general corporate needs.

How many shares and warrants did Eupraxia (EPRX) sell in the offering?

The company sold 7,607,145 common shares and issued 1,428,571 pre-funded warrants. The share total includes 1,178,571 shares issued upon full exercise of the underwriters’ option, while the pre-funded warrants allow later purchase of common shares at a very small exercise price.

What pricing did Eupraxia Pharmaceuticals (EPRX) set for the offering?

Common shares were priced at US$7.00 per share, while pre-funded warrants were priced at US$6.99999 each. The pre-funded warrant price equals the public share price minus the C$0.000001 per share exercise price, effectively mirroring the share economics with a minimal later exercise payment.

How will Eupraxia (EPRX) use the proceeds from this equity raise?

Eupraxia intends to use the net proceeds mainly to advance EP-104GI for Eosinophilic Esophagitis, including preclinical work, a Phase 2 trial, Phase 3 preparations, and manufacturing. Additional funds will support other gastrointestinal indications, new pipeline candidates, business development, and general corporate purposes like salaries and working capital.

Which investment banks managed Eupraxia Pharmaceuticals’ offering?

The transaction was led by Cantor Fitzgerald & Co. and LifeSci Capital LLC as joint book-running managers. Bloom Burton Securities Inc. and Craig-Hallum Capital Group LLC acted as co-managers, helping distribute the shares and pre-funded warrants across U.S. and Canadian capital markets.

Under what regulatory framework was the Eupraxia (EPRX) offering conducted?

The offering used a U.S. registration statement on Form F-10, declared effective by the SEC on February 7, 2024, together with a Canadian short form base shelf prospectus dated February 5, 2024. A preliminary and final prospectus supplement detailed the specific terms of this financing.

Filing Exhibits & Attachments

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