Major holders of Eupraxia (EPRX) disclose near-9% ownership stakes

Rhea-AI Filing Summary

Eupraxia Pharmaceuticals Inc. received an amended Schedule 13G showing that a group of related investment entities and individuals report beneficial ownership just under 10% of its common shares. Manchester Explorer, L.P. reports owning 4,597,217 shares, or 8.6% of the class, while Manchester Management entities each report 8.8%.

Individuals James E. Besser and Morgan C. Frank report beneficial ownership of 4,858,437 shares (9.1%) and 4,904,523 shares (9.2%), respectively, including both sole and shared voting and dispositive power. Most shares are held for advisory clients of Manchester Management PR, LLC, which generally do not exceed 5% ownership individually.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

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)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 29842P105

1

Names of Reporting Persons

MANCHESTER MANAGEMENT COMPANY, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,720,144.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,720,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,720,144.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 29842P105

1

Names of Reporting Persons

MANCHESTER MANAGEMENT PR, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PUERTO RICO

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,720,144.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,720,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,720,144.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.8 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 29842P105

1

Names of Reporting Persons

MANCHESTER EXPLORER, L.P

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,597,217.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,597,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,597,217.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 29842P105

1

Names of Reporting Persons

JAMES E. BESSER

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 138,293.00
6	Shared Voting Power 4,720,144.00
7	Sole Dispositive Power 138,293.00
8	Shared Dispositive Power 4,720,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,858,437.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 29842P105

1

Names of Reporting Persons

MORGAN C. FRANK

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 307,306.00
6	Shared Voting Power 4,597,217.00
7	Sole Dispositive Power 307,306.00
8	Shared Dispositive Power 4,597,217.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,904,523.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.2 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: EUPRAXIA PHARMACEUTICALS INC.
(b)	Address of issuer's principal executive offices: 201-2067 CADBORO BAY RD., VICTORIA, BRITISH COLUMBIA, CANADA, V8R 5G4
Item 2.
(a)	Name of person filing: MANCHESTER MANAGEMENT COMPANY, LLC MANCHESTER MANAGEMENT PR, LLC MANCHESTER EXPLORER, L.P. JAMES E. BESSER MORGAN C. FRANK
(b)	Address or principal business office or, if none, residence: MANCHESTER MANAGEMENT COMPANY, LLC 2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907 MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907 MANCHESTER EXPLORER, L.P. 2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907 JAMES E. BESSER 2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907 MORGAN C. FRANK 2 CALLE CANDINA, #1701, SAN JUAN, PUERTO RICO, 00907
(c)	Citizenship: MANCHESTER MANAGEMENT COMPANY, LLC - Delaware MANCHESTER MANAGEMENT PR, LLC - Other - Puerto Rico MANCHESTER EXPLORER, L.P. - Delaware JAMES E. BESSER - United States MORGAN C. FRANK - United States
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 29842P105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: MANCHESTER MANAGEMENT COMPANY, LLC - 4,720,144 MANCHESTER MANAGEMENT PR, LLC - 4,720,144 MANCHESTER EXPLORER, L.P. - 4,597,217 JAMES E. BESSER - 4,858,437 MORGAN C. FRANK - 4,904,523
(b)	Percent of class: MANCHESTER MANAGEMENT COMPANY, LLC - 8.8% MANCHESTER MANAGEMENT PR, LLC - 8.8% MANCHESTER EXPLORER, L.P. - 8.6% JAMES E. BESSER - 9.1% MORGAN C. FRANK - 9.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: MANCHESTER MANAGEMENT COMPANY, LLC - 0 MANCHESTER MANAGEMENT PR, LLC - 0 MANCHESTER EXPLORER, L.P. - 0 JAMES E. BESSER - 138,293 MORGAN C. FRANK - 307,306
	(ii) Shared power to vote or to direct the vote: MANCHESTER MANAGEMENT COMPANY, LLC - 4,720,144 MANCHESTER MANAGEMENT PR, LLC - 4,720,144 MANCHESTER EXPLORER, L.P. - 4,597,217 JAMES E. BESSER - 4,720,144 MORGAN C. FRANK - 4,597,217
	(iii) Sole power to dispose or to direct the disposition of: MANCHESTER MANAGEMENT COMPANY, LLC - 0 MANCHESTER MANAGEMENT PR, LLC - 0 MANCHESTER EXPLORER, L.P. - 0 JAMES E. BESSER - 138,293 MORGAN C. FRANK - 307,306
	(iv) Shared power to dispose or to direct the disposition of: MANCHESTER MANAGEMENT COMPANY, LLC - 4,720,144 MANCHESTER MANAGEMENT PR, LLC - 4,720,144 MANCHESTER EXPLORER, L.P. - 4,597,217 JAMES E. BESSER - 4,720,144 MORGAN C. FRANK - 4,597,217
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. All of the securities reported in this Schedule 13G, other than those securities reported herein that James E. Besser and Morgan C. Frank have the sole power to vote, direct the vote, dispose of or direct the disposition of, are directly owned by advisory clients of Manchester Management PR, LLC. None of those advisory clients, other than Manchester Explorer, L.P., may be deemed to beneficially own more than 5% of the Common Shares.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	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.

MANCHESTER MANAGEMENT COMPANY, LLC

Signature:	By: /s/ James E. Besser
Name/Title:	James E. Besser, Managing Member
Date:	02/17/2026

MANCHESTER MANAGEMENT PR, LLC

Signature:	By: /s/ James E. Besser
Name/Title:	James E. Besser, Managing Member
Date:	02/17/2026

MANCHESTER EXPLORER, L.P

Signature:	By: /s/ James E. Besser
Name/Title:	James E. Besser, Managing Member of the General Partner
Date:	02/17/2026

JAMES E. BESSER

Signature:	By: /s/ James E. Besser
Name/Title:	ames E. Besser
Date:	02/17/2026

MORGAN C. FRANK

Signature:	By: /s/ Morgan C. Frank
Name/Title:	Morgan C. Frank
Date:	02/17/2026

Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

What does the Schedule 13G/A filing reveal about EUPRAXIA PHARMACEUTICALS INC. (EPRX)?

The filing shows a group of investors reporting significant beneficial ownership in Eupraxia Pharmaceuticals common shares. Several Manchester entities and two individuals together report stakes ranging from 8.6% to 9.2% of the company’s outstanding common shares as of the event date.

How many Eupraxia Pharmaceuticals shares does Manchester Explorer, L.P. report owning?

Manchester Explorer, L.P. reports beneficial ownership of 4,597,217 Eupraxia Pharmaceuticals common shares. This represents 8.6% of the class, with shared voting and dispositive power over all those shares and no sole voting or dispositive power reported in the ownership breakdown.

What percentage of Eupraxia Pharmaceuticals does James E. Besser report beneficially owning?

James E. Besser reports beneficial ownership of 4,858,437 Eupraxia Pharmaceuticals common shares, equal to 9.1% of the class. This includes 138,293 shares over which he has sole voting and dispositive power, plus additional shares where he shares voting and dispositive authority.

What stake in Eupraxia Pharmaceuticals does Morgan C. Frank report in the Schedule 13G/A?

Morgan C. Frank reports beneficial ownership of 4,904,523 Eupraxia Pharmaceuticals common shares, representing 9.2% of the class. He has sole voting and dispositive power over 307,306 shares, and shared voting and dispositive power over 4,597,217 additional common shares.

Who are the reporting persons in the Eupraxia Pharmaceuticals (EPRX) Schedule 13G/A?

The reporting persons are Manchester Management Company, LLC, Manchester Management PR, LLC, Manchester Explorer, L.P., James E. Besser, and Morgan C. Frank. They collectively report beneficial ownership positions ranging from 8.6% to 9.2% of Eupraxia Pharmaceuticals’ outstanding common shares.

How much of Eupraxia Pharmaceuticals’ stock is held through Manchester Management PR, LLC advisory clients?

The filing states that all reported securities, other than shares over which James E. Besser and Morgan C. Frank have sole power, are directly owned by advisory clients of Manchester Management PR, LLC. Except for Manchester Explorer, L.P., those advisory clients generally do not exceed 5% ownership individually.