Freedman lifts Eupraxia (EPRX) stake to 9% after 2026 share purchases

Rhea-AI Filing Summary

Joseph S. Freedman filed Amendment No. 2 to his Schedule 13D on Eupraxia Pharmaceuticals Inc., updating his ownership and recent share purchases. He is deemed to beneficially own 5,843,215 Eupraxia securities, representing 9.0% of the company’s common shares as calculated in the filing.

This total reflects common shares, Series 1 preferred shares, options for 155,000 common shares and 10,000 restricted stock units, as well as holdings by his spouse, a trust for which he is sole trustee, and his minor children, though he disclaims beneficial ownership of the children’s shares. On February 20, 2026, he bought 275,517 common shares and his spouse bought 4,483 shares in an underwritten public offering at $7.00 per share. On February 27, 2026, the trust exercised warrants for 150,000 shares at $2.20 per share, and his children exercised warrants for 20,000 shares at the same price.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Eupraxia Pharmaceuticals Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

(CUSIP Number)

Gavin Froehlich
201-2067 Cadboro Bay Road,
Victoria, British Columbia, Z4, V8R 5G4
778-763-1682

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP No.

1

Name of reporting person

Joseph S. Freedman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,309,205.00
8	Shared Voting Power 1,534,010.00
9	Sole Dispositive Power 4,309,205.00
10	Shared Dispositive Power 1,534,010.00

11

Aggregate amount beneficially owned by each reporting person

5,843,215.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Rows 7 through 11 include (a) 1,699,157 of the Issuer's (as defined below) common shares, with no par value (the "Common Shares") and 1,493,985 Common Shares underlying Issuer's Series 1 preferred shares, with no par value (the "Preferred Shares") held by Joseph S. Freedman; (b) 334,010 Common Shares and 1,200,000 Common Shares underlying Preferred Shares held by Mr. Freedman's spouse; (c) options to purchase 155,000 Common Shares (the "Option Shares") which are both owned by and exercisable within sixty (60) days at the discretion of Mr. Freedman; (d) 10,000 Common Shares underlying restricted stock units (the "RSU Shares") which are both owned and exercisable within sixty (60) days at the discretion of Mr. Freedman; (e) 387,300 Common Shares and 460,000 Common Shares underlying Preferred Shares owned by a trust for which Mr. Freedman serves as the sole trustee; and (f) 103,763 Common Shares held by the minor children of Mr. Freedman. Mr. Freedman disclaims beneficial ownership of the Common Shares held by his minor children. (2) Row 13 is calculated based on the Common Shares, Preferred Shares, Option Shares and RSU Shares, beneficially owned by the Reporting Person relative to the Issuer's 61,503,180 outstanding Common Shares, as of March 13 2026, as reported in the Issuer's Annual Report on Form 40-F for the fiscal year ended December 31, 2025, filed with the SEC on March 13, 2026, plus the 3,153,985 Preferred Shares, 155,000 Option Shares and 10,000 RSU Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Eupraxia Pharmaceuticals Inc.
(c)	Address of Issuer's Principal Executive Offices: 201-2067 Cadboro Bay Road, Victoria, British Columbia, CANADA (FEDERAL LEVEL) , V8R 5G4.
Item 1 Comment: The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on November 7, 2024 and amended on September 26, 2025 (as amended, the "Schedule 13D") by Joseph S. Freedman (the "Reporting Person"). This Amendment No. 1 supplements Item 3 and amends and restates Items 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended to add the following: On February 20, 2026, the Reporting Person purchased 275,517 Common Shares, and his spouse purchased 4,483 Common Shares, in an underwritten public offering (the "2026 Offering") at a price of $7.00 per share for an aggregate purchase price of $1,960,000. The source of the funds used to pay the purchase price was the Reporting Person's personal funds for the 275,517 Common Shares and his spouse's personal funds for the 4,483 Common Shares purchased by her. On February 27, 2026, the Trust acquired 150,000 Common Shares upon the exercise of 150,000 warrants at an exercise price of $2.20 for an aggregate purchase price of $330,000. The source of funds used to pay the purchase price was funds of the Trust. On February 27, 2026, Mr. Freedman's children acquired 20,000 Common Shares upon the exercise of 20,000 warrants at an exercise price of $2.20 for an aggregate purchase price of $44,000. The source of funds used to pay the purchase price was funds of Mr. Freedman's children.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated to read as follows: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Common Shares, Preferred Shares, Option Shares and RSU Shares and percentage of Common Shares beneficially owned by the Reporting Person.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the Common Shares, Preferred Shares, Option Shares and RSU Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition thereof.
(c)	Other than as described in Item 3, the Reporting Person has not effected any transactions involving Common Shares in the 60 days prior to filing this Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Joseph S. Freedman

Signature:	/s/ Joseph S. Freedman
Name/Title:	Joseph S. Freedman
Date:	03/16/2026

FAQ

What does Joseph S. Freedman’s Schedule 13D/A say about his EPRX ownership?

The amendment reports that Joseph S. Freedman beneficially owns 5,843,215 Eupraxia securities, representing 9.0% of the company’s common shares. This includes common shares, Series 1 preferred shares, options, restricted stock units, and certain family and trust holdings.

How did Joseph S. Freedman increase his Eupraxia (EPRX) stake in 2026?

Freedman bought 275,517 common shares and his spouse bought 4,483 shares in a 2026 underwritten offering at $7.00 per share. These purchases, funded with personal funds, contributed to the updated 9.0% beneficial ownership position.

What warrant exercises related to Eupraxia (EPRX) are disclosed in the amendment?

On February 27, 2026, a trust for which Freedman is sole trustee exercised warrants for 150,000 common shares at $2.20 per share, and his children exercised warrants for 20,000 shares at the same price, funded with their respective funds.

How is the 9.0% ownership figure for EPRX calculated in the filing?

The 9.0% is based on 61,503,180 outstanding common shares as of March 13, 2026, plus 3,153,985 preferred shares, 155,000 option shares, and 10,000 RSU shares, compared with Freedman’s total beneficial holdings of 5,843,215 securities.

Does Joseph S. Freedman include family holdings in his reported EPRX stake?

Yes. The filing aggregates shares held directly by Freedman, by his spouse, a trust where he is sole trustee, and his minor children. However, he specifically disclaims beneficial ownership of Eupraxia common shares held by his minor children.

What new transactions are added in Item 3 of the Eupraxia (EPRX) 13D/A?

Item 3 adds 2026 transactions: purchases in an underwritten offering at $7.00 per share and warrant exercises at $2.20 per share by Freedman, his spouse, a related trust, and his children, detailing share counts and funding sources for each transaction.