[SCHEDULE 13D/A] EUPRAXIA PHARMACEUTICALS INC. SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to a Schedule 13D reports that Joseph S. Freedman increased his beneficial stake in Eupraxia Pharmaceuticals Inc. (EPRX) by purchasing 543,130 common shares in an underwritten public offering at $5.50 per share, for an aggregate purchase price of $2,987,215 paid from his personal funds. The filing shows the Reporting Person now beneficially owns 5,533,215 shares (including common shares, preferred-share equivalents, options and warrants), representing 10.2% of the issuer's diluted common-equivalent share count based on the issuer’s reported outstanding shares.

The amendment discloses a customary 90-day lock-up agreement with the offering underwriters restricting transfers, and option agreements granting certain consultants the ability to purchase 60,000 common shares from shares beneficially owned by the Reporting Person. No other transactions in the prior 60 days were reported.

Positive

• Increased meaningful stake: Purchase raised beneficial ownership to 5,533,215 shares (10.2%), a material holding.
• Personal funding: The $2,987,215 purchase was paid from the Reporting Person's personal funds, indicating direct financial commitment.
• Lock-up aligns with offering: The 90-day Lock-Up Agreement limits sales and reduces immediate selling pressure post-offering.
• Full disclosure of holdings: The filing itemizes common shares, preferred-share equivalents, options and warrants used in the ownership calculation.

Negative

• Temporary liquidity constraint: The 90-day lock-up restricts the Reporting Person’s ability to sell acquired securities shortly after the offering.
• Concentration risk: A 10.2% beneficial stake increases ownership concentration, which can raise governance and control questions.
• Potential dilution: Inclusion of preferred-share equivalents, options and warrants in the calculation highlights possible future dilution.
• Consultant option arrangements: Option agreements allowing consultants to buy 60,000 shares from the Reporting Person could dilute holdings and warrant scrutiny of related-party terms.

Insights

Financial Analyst

TL;DR: Significant incremental stake purchased at $5.50, increasing influence to 10.2% and funded from personal resources.

The Reporting Person bought 543,130 shares in the 2025 offering for $2,987,215 and now beneficially owns 5,533,215 common-equivalent shares, or 10.2% on a diluted basis. This purchase from personal funds signals conviction and materially increases ownership concentration. The 90-day lock-up reduces near-term selling risk but limits liquidity. The disclosed options and warrants and preferred-share equivalents are included in the beneficial ownership calculation, which investors should note when assessing potential dilution and control dynamics.

Corporate Governance Expert

TL;DR: Filing shows increased influence and governance implications from concentrated, disclosed holdings and contractual limits on transfers.

The amendment clarifies beneficial ownership composition, including jointly held shares, trust holdings, preferred-share conversions, options and warrants. A 10.2% stake is material for governance discussions, and the Lock-Up Agreement temporarily restricts transfers, which may affect trading dynamics. The option agreements with consultants (60,000 shares) raise standard governance considerations around related-party arrangements and future dilution; disclosure is appropriate and consistent with Schedule 13D requirements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Eupraxia Pharmaceuticals Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

29842P105

(CUSIP Number)

Joseph S. Freedman
27 Swansdown Drive,
North York, A6, M2L 2N2
416-882-5635

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

09/24/2025

(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).

SCHEDULE 13D

CUSIP No. 29842P105

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 5,533,215.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,533,215.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,533,215.00

12

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

13

Percent of class represented by amount in Row (11)

10.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Rows 7, 9 and 11 include (a) 1,753,167 shares of the Issuer's (as defined below) common shares, with no par value (the "Common Shares") and 2,693,985 Common Shares underlying Issuer's Series 1 preferred shares, with no par value (the "Preferred Shares") jointly owned by Joseph S. Freedman and Harriet Feinstein, husband and wife (the "Freedmans"); (b) options to purchase 135,000 Common Shares (the "Option Shares") which are both owned by and exercisable within sixty (60) days at the discretion of Mr. Freedman; (c) 237,300 Common Shares, 460,000 Preferred Shares and warrants exercisable for 150,000 Common Shares ("Warrant Shares") owned by a trust for which Mr. Freedman is the trustee; and (d) 83,763 Common Shares and 20,000 Warrant Shares held by the children of the Freedmans. The Freedmans disclaim beneficial ownership of the Common Shares held by their minor children. (2) Row 13 is calculated based on the Common Shares, Preferred Shares, Option Shares and Warrant Shares, beneficially owned by the Reporting Person relative to the Issuer's 50,595,931 outstanding Common Shares, as of September 24, 2025, as reported in the Issuer's Prospectus Supplement to the Short Form Base Shelf Prospectus Dated February 5, 2024, filed with the SEC on September 23, 2025, plus the 3,153,985 Preferred Shares, 135,000 Option Shares and 170,000 Warrant Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares
(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. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on November 7, 2024 (as amended, the "Schedule 13D") by Joseph S. Freedman (the "Reporting Person"). This Amendment No. 1 supplements Item 3, Item 4, Item 6 and Item 7 and amends and restates Items 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 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 September 24, 2025, the Reporting Person purchased 543,130 common shares without par value (the "Common Shares") in an underwritten public offering (the "2025 Offering"). at a price of $5.50 per share for an aggregate purchase price of $2,987,215. The source of each funds used to pay the purchase price was the Reporting Person's personal funds.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: In connection with the 2025 Offering, the Reporting Person entered into a customary lock-up agreement with the underwriters (the "Lock-Up Agreement"), which generally prohibits, without the prior written consent of the underwriters and subject to certain exceptions, the sale, transfer or other disposition of securities of the Issuer for a period of 90 days after the date of the underwriting agreement between the Issuer and the underwriters relating to the 2025 Offering. The foregoing summary of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
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, Series 1 preferred shares, with no par value (the "Preferred Shares"), options to purchase Common Shares ("Option Shares") and warrants exercisable for Common Shares ("Warrant Shares") and percentage of Common Shares, Preferred Shares, Option Shares and Warrant 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 Warrant 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.
(c)	Other than as described in Item 3, Item 4 and Item 6, 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The Reporting Person entered into the Lock-up Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Reporting Person entered into option agreements with certain consultants of the Issuer whereby the consultants have the option to purchase 60,000 shares of the Issuer's Common Stock beneficially owned by the Reporting Person.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following: 99.1 - Form of Lock-Up Agreement (included as Exhibit A to the Underwriting Agreement filed as Exhibit 99.1 to the Issuer's Current Report on Form 6-K as filed with the Securities and Exchange Commission on September 23, 2025).

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:	09/26/2025

FAQ

What did Joseph S. Freedman disclose in the EPRX Schedule 13D/A?

The filing discloses a purchase of 543,130 common shares at $5.50 each totaling $2,987,215, increasing his beneficial ownership to 5,533,215 shares (10.2%) on a diluted basis.

How was the 2025 EPRX share purchase funded?

The filing states the purchase price was paid from the Reporting Person’s personal funds.

Are Freedman's new EPRX shares subject to any transfer restrictions?

Yes. Freedman entered a customary 90-day lock-up agreement with the underwriters that generally prohibits selling or transferring the securities for 90 days.

Does the Schedule 13D/A disclose any agreements that could affect future share ownership?

Yes. The filing notes option agreements under which certain consultants may purchase 60,000 common shares beneficially owned by the Reporting Person, and it includes preferred-share equivalents, options and warrants in the ownership calculation.

What percentage of EPRX does Freedman now beneficially own?

The filing reports beneficial ownership of 10.2% of the issuer’s diluted common-equivalent shares based on the issuer’s reported outstanding shares and included instruments.