Manchester Management Company, LLC, Manchester Management PR, LLC, Manchester Explorer, L.P., James E. Besser, and Morgan C. Frank report their ownership of common shares of Eupraxia Pharmaceuticals Inc. on an amended Schedule 13G (Amendment No. 3).
Reported beneficial ownership includes 2,634,048 shares (4.3% of the class) for each of Manchester Management Company, LLC and Manchester Management PR, LLC, 2,511,121 shares (4.1%) for Manchester Explorer, L.P., 2,772,341 shares (4.5%) for James E. Besser, and 2,664,780 shares (4.3%) for Morgan C. Frank. Besser has sole voting and dispositive power over 138,293 shares and Frank over 153,659 shares, with the remainder held under shared voting and dispositive power.
The filing states that, other than the shares over which Besser and Frank have sole power, all reported securities are directly owned by advisory clients of Manchester Management PR, LLC and that none of these advisory clients may be deemed to beneficially own more than 5% of Eupraxia’s common shares. Each reporting person disclaims beneficial ownership beyond their pecuniary interest.
Positive
None.
Negative
None.
Key Figures
Shares owned - Manchester Management Company, LLC:2,634,048 sharesShares owned - Manchester Management PR, LLC:2,634,048 sharesShares owned - Manchester Explorer, L.P.:2,511,121 shares+4 more
7 metrics
Shares owned - Manchester Management Company, LLC2,634,048 sharesBeneficially owned; 4.3% of Eupraxia common shares
Shares owned - Manchester Management PR, LLC2,634,048 sharesBeneficially owned; 4.3% of Eupraxia common shares
Shares owned - Manchester Explorer, L.P.2,511,121 sharesBeneficially owned; 4.1% of Eupraxia common shares
Shares owned - James E. Besser2,772,341 sharesBeneficially owned; 4.5% of Eupraxia common shares
Shares owned - Morgan C. Frank2,664,780 sharesBeneficially owned; 4.3% of Eupraxia common shares
Besser sole voting power138,293 sharesShares over which James E. Besser has sole voting and dispositive power
Frank sole voting power153,659 sharesShares over which Morgan C. Frank has sole voting and dispositive power
Key Terms
beneficially owned, shared power to vote, shared dispositive power, pecuniary interest, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: MANCHESTER MANAGEMENT COMPANY, LLC - 2,634,048"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared power to votefinancial
"Shared power to vote or to direct the vote: 2,634,048"
shared dispositive powerfinancial
"Shared power to dispose or to direct the disposition of: 2,634,048"
pecuniary interestfinancial
"disclaims beneficial ownership ... except to the extent of his, her or its pecuniary interest"
Investment Company Act of 1940regulatory
"A listing of the shareholders of an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
FAQ
What ownership in EUPRAXIA PHARMACEUTICALS INC. (EPRX) is reported by Manchester Management entities?
Manchester Management Company, LLC and Manchester Management PR, LLC each report 2,634,048 common shares of Eupraxia Pharmaceuticals Inc., representing 4.3% of the outstanding class, with shared voting and dispositive power over those shares.
How many EPRX shares does Manchester Explorer, L.P. beneficially own?
Manchester Explorer, L.P. reports beneficial ownership of 2,511,121 Eupraxia common shares, equal to 4.1% of the class, all held with shared power to vote and dispose, and no sole voting or dispositive power over these shares.
What are James E. Besser’s reported holdings in EUPRAXIA PHARMACEUTICALS INC. (EPRX)?
James E. Besser reports beneficial ownership of 2,772,341 Eupraxia common shares, or 4.5% of the class, including 138,293 shares over which he has sole voting and dispositive power and 2,634,048 shares subject to shared powers.
What are Morgan C. Frank’s reported holdings in EUPRAXIA PHARMACEUTICALS INC. (EPRX)?
Morgan C. Frank reports beneficial ownership of 2,664,780 Eupraxia common shares, representing 4.3% of the class, including 153,659 shares with sole voting and dispositive power and 2,511,121 shares with shared voting and dispositive power.
Do Manchester Management PR, LLC’s advisory clients individually hold more than 5% of EPRX?
The filing states that all reported securities, other than those over which Besser and Frank have sole power, are owned by advisory clients of Manchester Management PR, LLC and that none of these clients may be deemed to beneficially own more than 5% of the common shares.
What does the Schedule 13G/A say about beneficial ownership disclaimers for EPRX?
Each reporting person disclaims beneficial ownership of the reported Eupraxia securities except to the extent of their pecuniary interest, and the report states it should not be deemed an admission of beneficial ownership for Section 16 or any other purpose.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
EUPRAXIA PHARMACEUTICALS INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
29842P105
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
2,634,048.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,634,048.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,634,048.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
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
2,634,048.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,634,048.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,634,048.00
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)
4.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
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
2,511,121.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,511,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,511,121.00
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)
4.1 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
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
2,634,048.00
7
Sole Dispositive Power
138,293.00
8
Shared Dispositive Power
2,634,048.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,772,341.00
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)
4.5 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
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
153,659.00
6
Shared Voting Power
2,511,121.00
7
Sole Dispositive Power
153,659.00
8
Shared Dispositive Power
2,511,121.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,664,780.00
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)
4.3 %
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
United States of America
MANCHESTER MANAGEMENT PR, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
MANCHESTER EXPLORER, L.P.
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
JAMES E. BESSER
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
MORGAN C. FRANK
c/o Manchester Management Company, LLC
2 Calle Candina, #1701
San Juan, Puerto Rico, 00907
United States of America
(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, no par value
(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 - 2,634,048
MANCHESTER MANAGEMENT PR, LLC - 2,634,048
MANCHESTER EXPLORER, L.P. - 2,511,121
JAMES E. BESSER - 2,772,341
MORGAN C. FRANK - 2,664,780
(b)
Percent of class:
MANCHESTER MANAGEMENT COMPANY, LLC - 4.3%
MANCHESTER MANAGEMENT PR, LLC - 4.3%
MANCHESTER EXPLORER, L.P. - 4.1%
JAMES E. BESSER - 4.5%
MORGAN C. FRANK - 4.3%
(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 - 153,659
(ii) Shared power to vote or to direct the vote:
MANCHESTER MANAGEMENT COMPANY, LLC - 2,634,048
MANCHESTER MANAGEMENT PR, LLC - 2,634,048
MANCHESTER EXPLORER, L.P. - 2,511,121
JAMES E. BESSER - 2,634,048
MORGAN C. FRANK - 2,511,121
(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 - 153,659
(iv) Shared power to dispose or to direct the disposition of:
MANCHESTER MANAGEMENT COMPANY, LLC - 2,634,048
MANCHESTER MANAGEMENT PR, LLC - 2,634,048
MANCHESTER EXPLORER, L.P. - 2,511,121
JAMES E. BESSER - 2,634,048
MORGAN C. FRANK - 2,511,121
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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 may be deemed to beneficially own more than 5% of the Common Shares, no par value.
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:
/s/ James E. Besser
Name/Title:
James E. Besser, Managing Member
Date:
08/13/2026
MANCHESTER MANAGEMENT PR, LLC
Signature:
/s/ James E. Besser
Name/Title:
James E. Besser, Managing Member
Date:
08/13/2026
MANCHESTER EXPLORER, L.P.
Signature:
/s/ James E. Besser
Name/Title:
James E. Besser, Managing Member of the General Partner
Date:
08/13/2026
JAMES E. BESSER
Signature:
/s/ James E. Besser
Name/Title:
James E. Besser
Date:
08/13/2026
MORGAN C. FRANK
Signature:
/s/ Morgan C. Frank
Name/Title:
Morgan C. Frank
Date:
08/13/2026
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.
