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XORTX (NASDAQ: XRTX) closes $3M VB4-P5 kidney anti-fibrotic deal

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

XORTX Therapeutics has closed the acquisition of Vectus Biosystems’ VB4-P5 kidney anti-fibrotic program for total consideration of US$3.0 million. The deal adds a pre-IND small-molecule candidate targeting kidney fibrosis in both rare and common chronic kidney diseases, an area with significant unmet need.

As payment, XORTX issued 154,544 common shares and 692,150 pre-funded warrants, each warrant exercisable at US$0.0001 and capped so Vectus cannot own more than 9.99% of XORTX’s common shares. The warrants expire on April 13, 2031, and the TSX Venture Exchange has conditionally approved listing all shares issuable under the transaction.

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Insights

XORTX adds a pre-IND kidney fibrosis asset in a US$3M share-and-warrant deal.

XORTX Therapeutics has completed a US$3.0 million acquisition of the VB4-P5 kidney anti-fibrotic program from Vectus Biosystems. Consideration is entirely equity-based: 154,544 common shares plus 692,150 pre-funded warrants with a nominal US$0.0001 exercise price, limiting immediate cash outlay.

The acquired program is at the pre-IND stage, so it is early but strategically aligned with XORTX’s focus on kidney disease. It brings composition-of-matter and method-of-use patent protection across more than 30 jurisdictions, plus regulatory and manufacturing data, potentially shortening future development timelines.

Chronic kidney disease affects an estimated 14% of adults globally and tens of millions in the United States, so a successful anti-fibrotic therapy could address a very large market. Actual value creation will depend on progressing VB4-P5 into clinical trials, obtaining regulatory clearances, and competing against existing CKD standards of care.

Acquisition price US$3.0 million Aggregate consideration for VB4-P5 kidney anti-fibrotic program
Common shares issued 154,544 shares Equity consideration issued to Vectus for the acquisition
Pre-funded warrants issued 692,150 warrants Additional equity-linked consideration to Vectus
Deemed share price US$3.5432 per share Deemed issue price for 154,544 common shares
Deemed warrant price US$3.5431 per warrant Deemed issue price for 692,150 pre-funded warrants
Warrant exercise price US$0.0001 per share Exercise price on pre-funded warrants issued to Vectus
CKD global prevalence 14% of adults Estimated share of adults worldwide with chronic kidney disease
U.S. CKD population 35–37 million individuals Estimated number of people with chronic kidney disease in the U.S.
pre-IND regulatory
"The Program is currently at the pre-IND (Investigational New Drug) stage of development"
"Pre-ind" is short for "pre-indication" and refers to the period before a formal announcement or official signal that a significant change or event is about to happen, such as a company preparing to release important news. For investors, it can signal a time of increased activity or uncertainty, as market participants try to interpret hints and anticipate future developments. Recognizing pre-ind conditions helps investors make more informed decisions ahead of major shifts.
pre-funded warrants financial
"692,150 pre-funded warrants (the “Pre-Funded Warrants”) at a deemed issue price of US$3.5431"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
composition-of-matter regulatory
"Patent protection for VB4-P5 includes composition-of-matter and method-of-use claims"
A composition-of-matter is a legal description of a specific chemical or biological substance or mixture—think of it as the exact recipe and ingredients that make up a drug, material, or chemical product. For investors, ownership of a composition-of-matter patent can act like a locked recipe that keeps competitors out, protecting future sales and profit margins and reducing the risk that a product will be easily copied.
autosomal dominant polycystic kidney disease (ADPKD) medical
"Rare kidney diseases such as autosomal dominant polycystic kidney disease (ADPKD) and lupus nephritis"
kidney fibrosis medical
"VB4-P5 compound and its use to treat kidney fibrosis, as well as the data generated by Vectus"
Investigational New Drug regulatory
"The Program is currently at the pre-IND (Investigational New Drug) stage of development"
An investigational new drug is a medication that is still being tested in clinical trials to determine if it is safe and effective for treating a specific condition. For investors, it represents a potential breakthrough that could lead to a new treatment and significant financial gains if successful, but also carries risks since it has not yet been approved for widespread use.
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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 April 2026

Commission File Number: 001-40858

XORTX Therapeutics Inc.

3710 – 33rd Street NW, Calgary, Alberta, T2L 2M1

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

 


SIGNATURE

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.

  XORTX Therapeutics Inc.    
   (Registrant)
    
   
Date: April 13, 2026 By:     /s/ Allen Davidoff    
  Name: Allen Davidoff
  Title: Chief Executive Officer
   


EXHIBIT INDEX

 

   
99.1 News release dated April 13, 2026
 

EXHIBIT 99.1

XORTX Announces Closing of Acquisition of Vectus Kidney Anti-fibrotic Asset

· VB4-P5 – novel new chemical entity with potential to address significant unmet need in rare and large-market chronic kidney disease ·

CALGARY, Alberta, April 13, 2026 (GLOBE NEWSWIRE) -- XORTX Therapeutics Inc. ("XORTX" or the “Company”) (NASDAQ: XRTX | TSXV: XRTX | Frankfurt: ANU), a late-stage clinical pharmaceutical company focused on developing innovative therapies to treat gout and progressive kidney disease, is pleased to announce the closing of the acquisition of the Vectus kidney anti-fibrotic asset (the “Acquisition”). The Company announced that it entered a binding term sheet on October 17, 2025 to acquire a Renal Anti-Fibrotic Therapeutic Program (the “Program”) from Vectus Biosystems Limited, an Australian Securities Exchange listed company (“Vectus”) and provided timing updates on December 31, 2025 and February 4, 2026.   

The Program includes a novel new chemical entity, VB4-P5, along with its associated intellectual property, regulatory documentation, and manufacturing data. The Program is currently at the pre-IND (Investigational New Drug) stage of development and targets both rare and prevalent forms of kidney disease — areas with substantial unmet medical need. Assets included with the Acquisition are the patent family specifically related to the VB4-P5 compound and its use to treat kidney fibrosis, as well as the data generated by Vectus from its work on the VB4-P5 small molecule and related assets.

As consideration for the Acquisition, XORTX has issued 154,544 common shares (the “Common Shares”) at a deemed issue price of US$3.5432 (CAD$4.9668) and 692,150 pre-funded warrants (the “Pre-Funded Warrants”) at a deemed issue price of US$3.5431 (CAD$4.9667) exercisable at US$0.0001, representing in the aggregate an acquisition price of US$3.0 million. The Pre-Funded Warrants contain conditions limiting Vectus from exercising same if such exercise would result in Vectus’ Common Share ownership being greater than 9.99% of the issued and outstanding Common Shares of XORTX. The Pre-Funded Warrants expire April 13, 2031. The Common Shares are issued in reliance on Section 4 of Alberta Securities Commission Rule 72-501 – Distributions to Purchasers Outside Alberta, and are therefore not subject to a hold period from the date of issue. The TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of all Common Shares issuable under the Acquisition.

Dr. Allen Davidoff, Chief Executive Officer of XORTX, stated, “We are pleased to have finalized the Acquisition of the VB4-P5 program for kidney disease. This program is directly aligned with our strategic focus on developing innovative therapies to treat individuals with progressive kidney disease and broadens our pipeline with a new technological direction. We believe this novel agent has the potential to be a new treatment for mid-late stage chronic kidney disease, slow kidney disease progression and accompanying fibrosis.”

About Kidney Disease and Fibrosis

Chronic kidney disease (CKD) affects an estimated 14% of adults globally, including approximately 35–37 million individuals in the United States alone1and is currently a multibillion-dollar market. An estimated 8% of the United States population is considered to have moderate to severe chronic kidney disease – approximately 25 million individuals. The addressable market for this kidney disease treatment is estimated to exceed 10 million individuals.

Kidney fibrosis is a hallmark of CKD progression. It is characterized by the excessive accumulation of extracellular matrix that follows renal injury. Untreated, it will ultimately lead to renal dysfunction, and high morbidity and mortality3. Rare kidney diseases such as autosomal dominant polycystic kidney disease (ADPKD)4 and lupus nephritis5 also produce kidney fibrosis, contributing to the deterioration of kidney and cardiovascular function in these patients. Current treatments for kidney fibrosis focus primarily on blood pressure control and include dietary interventions. No currently approved therapies specifically target or reverse kidney fibrosis.

About the VB4-P5 Program

Early preclinical data from the VB4-P5 program demonstrate the potential of this potent small molecule to inhibit and possibly reverse kidney fibrosis. Patent protection for VB4-P5 includes composition-of-matter and method-of-use claims across more than 30 global jurisdictions, positioning the program for broad development and commercialization opportunities.

References

  1. National Institute of Diabetes and Digestive and Kidney Diseases (NIDDK). Kidney Disease Statistics for the United States.
  2. Rende U., Diagnostic and prognostic biomarkers of tubulointerstitial fibrosis, J Physio, 601.14, pp2801-2826, 2023 https://physoc.onlinelibrary.wiley.com/doi/epdf/10.1113/JP284289
  3. Panizo S. Fibrosis in Chronic Kidney Disease. Int J Mol Sci 22(1):408, 2021.
  4. Xue C. Polycystic Kidney Disease and Renal Fibrosis. Adv Exp Med Biol, 2019.
  5. Sciascia S. Renal Fibrosis in Lupus Nephritis. Int J Mol Sci 23(22):14317, 2022.

About XORTX Therapeutics Inc.

XORTX is a pharmaceutical company with three clinically advanced products in development: 1) our lead program XRx-026 program for the treatment of gout; 2) XRx-008 program for ADPKD; and 3) XRx-101 for acute kidney and other acute organ injury associated with respiratory virus infections. In addition, the Company is developing XRx-225, a pre-clinical stage program for Type 2 diabetic nephropathy. XORTX is working to advance products that target aberrant purine metabolism and xanthine oxidase to decrease or inhibit production of uric acid. At XORTX, we are dedicated to developing medications that improve the quality of life and health of individuals with gout and other important diseases. Additional information on XORTX is available at www.xortx.com.
For more information, please contact:

Allen Davidoff, CEONick Rigopulos, Director of Communications
adavidoff@xortx.comnick@alpineequityadv.com
+1 403 455 7727+1 617 901 0785
  

Forward Looking Statements

This press release contains express or implied forward-looking statements pursuant to applicable securities laws. These forward-looking statements include, but are not limited to, the Company's beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and statements identified by words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates" or words of similar meaning. These forward-looking statements and their implications are based on the current expectations of the management of XORTX only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such risks, uncertainties, and other factors include, but are not limited to, regulatory approvals, such as the TSXV; the success and timing of our preclinical studies and clinical trials; the performance of third-party manufacturers and contract research organizations; our plans to develop and commercialize our product candidates; our plans to advance research in other kidney disease applications; and, our ability to obtain and maintain intellectual property protection for our product candidates. Except as otherwise required by applicable law and stock exchange rules, XORTX undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting XORTX is contained under the heading “Risk Factors” in XORTX’s Annual Report on Form 20-F filed with the SEC, which is available on the SEC's website, www.sec.gov (including any documents forming a part thereof or incorporated by reference therein), as well as in our reports, public disclosure documents and other filings with the securities commissions and other regulatory bodies in Canada, which are available on www.sedarplus.ca.

FAQ

What did XORTX Therapeutics (XRTX) acquire from Vectus Biosystems?

XORTX acquired the VB4-P5 kidney anti-fibrotic program from Vectus Biosystems. The package includes the VB4-P5 small molecule, associated intellectual property, regulatory documentation, manufacturing data, and patents covering composition-of-matter and method-of-use across more than 30 global jurisdictions.

How much did XORTX (XRTX) pay for the VB4-P5 kidney asset?

XORTX paid an aggregate acquisition price of US$3.0 million. Consideration consists of 154,544 common shares and 692,150 pre-funded warrants, each warrant having a deemed issue price near US$3.5431 and an exercise price of US$0.0001 per share rather than cash.

What are the key terms of the pre-funded warrants issued by XORTX (XRTX)?

The 692,150 pre-funded warrants are deemed issued at US$3.5431 and exercisable at US$0.0001 per share. They contain a 9.99% ownership cap limiting Vectus’ post-exercise stake in XORTX and have an expiration date of April 13, 2031, providing long-duration equity exposure.

What stage of development is the VB4-P5 kidney fibrosis program acquired by XORTX?

The VB4-P5 program is currently at the pre-IND (Investigational New Drug) stage. Early preclinical data suggest this potent small molecule may inhibit and possibly reverse kidney fibrosis, but it still must advance into formal regulatory submissions and human clinical trials.

How large is the potential market for XORTX’s new kidney fibrosis program?

Chronic kidney disease affects about 14% of adults globally and roughly 35–37 million people in the United States. Approximately 25 million Americans have moderate to severe disease, and the addressable market for this kidney treatment is estimated to exceed 10 million individuals.

Are the shares issued in XORTX’s VB4-P5 acquisition subject to a hold period?

The 154,544 common shares are issued under Section 4 of Alberta Securities Commission Rule 72-501. As a result, they are not subject to a hold period from the date of issue, and the TSX Venture Exchange has conditionally approved listing of all common shares from the acquisition.

Filing Exhibits & Attachments

1 document