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XORTX (NASDAQ: XRTX) prices US$5M public equity and warrant deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

XORTX Therapeutics Inc. has priced a public offering of 2,659,574 common shares or pre-funded warrant equivalents at US$1.88 per share for gross proceeds of US$5 million before fees and expenses. The pre-funded warrants are immediately exercisable at US$0.0001 per share and terminate once fully exercised.

The offering is being made under an effective Form F-1 registration statement that was declared effective by the U.S. Securities and Exchange Commission on May 13, 2026 and is expected to close on or about May 15, 2026, subject to customary closing conditions and TSX Venture Exchange approval. E.F. Hutton & Co. is acting as exclusive placement agent.

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Insights

XORTX secures a US$5M equity financing to fund late-stage programs.

XORTX has arranged a public offering of 2,659,574 common shares or pre-funded warrant equivalents at US$1.88 per share, targeting gross proceeds of US$5 million before fees. Pre-funded warrants are structured with a nominal US$0.0001 exercise price and are immediately exercisable.

The deal is conducted under an effective Form F-1, with closing expected around May 15, 2026 subject to standard conditions and TSX Venture Exchange approval. This transaction adds equity capital but may dilute existing holders; the filing does not quantify the dilution relative to shares outstanding.

Future company disclosures and financial statements will clarify how the new funds are applied across XORTX’s gout and kidney-disease programs and whether all pre-funded warrants are exercised following the offering’s completion.

Offering size 2,659,574 shares or equivalents Public offering of common shares or pre-funded warrants
Offering price US$1.88 per share Pricing of public offering
Gross proceeds US$5 million Before placement fees and offering expenses
Warrant exercise price US$0.0001 per share Pre-funded warrants, immediately exercisable
F-1 file number 333-290512 Registration statement declared effective May 13, 2026
Expected closing date May 15, 2026 Anticipated closing, subject to customary conditions
public offering financial
"announces the pricing of a public offering of 2,659,574 common shares"
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
Pre-Funded Warrants financial
"or common shares equivalents in lieu thereof (“Pre-Funded Warrants”) at an offering price"
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.
registration statement on Form F-1 regulatory
"offered pursuant to a registration statement on Form F-1 (File No. 333-290512)"
A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.
placement agent financial
"E.F. Hutton & Co. is acting as exclusive placement agent for the Offering"
A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.
forward-looking statements regulatory
"This press release contains express or implied forward-looking statements pursuant to applicable securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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 May 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: May 14, 2026 By:     /s/ Allen Davidoff    
  Name: Allen Davidoff
  Title: Chief Executive Officer
   


EXHIBIT INDEX  

99.1 News release dated May 14, 2026
 

EXHIBIT 99.1

XORTX Announces US$5 Million Public Offering

CALGARY, Alberta, May 14, 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, announces the pricing of a public offering of 2,659,574 common shares (“Common Shares”) or common shares equivalents in lieu thereof (“Pre-Funded Warrants”) at an offering price of US$1.88 for gross proceeds of US$5 million, prior to deducting placement agent’s fees and other offering expenses (the “Offering”). The Pre-Funded Warrants have an exercise price of US$0.0001 per share, will be immediately exercisable, and will terminate once exercised in full.

The Offering is expected to close on or about May 15, 2026, subject to satisfaction of customary closing conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

E.F. Hutton & Co. is acting as exclusive placement agent for the Offering.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-290512), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 13, 2026. The Offering is being made only by means of the prospectus forming part of the effective registration statement relating to the Offering. A final prospectus relating to the Offering will be filed with the SEC. Copies of the final prospectus relating to the Offering may be obtained, when available, by contacting E.F. Hutton & Co., 745 Fifth Avenue, 34th Floor and PH, New York, NY 10151, or by email at efhcapitalmarkets@efhutton.com. Investors may also obtain these documents at no cost by visiting the SEC’s website at https://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 and recently acquired VB4-P5 program, which is currently at the pre-IND stage of development and targets both rare and prevalent forms of kidney disease. 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.

For more information, please contact:

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

Neither the TSX Venture Exchange nor Nasdaq has approved or disapproved the contents of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward Looking Statements

This press release contains express or implied forward-looking statements pursuant to applicable securities laws. For example, XORTX is using forward-looking statements when it discusses the expected mix of securities offered, the timing of the closing of the Offering and the satisfaction of customary closing conditions of the Offering. 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. The Offering may not occur, may be delayed or may be completed with different terms than are currently contemplated. Except as otherwise required by law, 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 Registration Statement on Form F-1 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) announce in this 6-K filing?

XORTX Therapeutics announced the pricing of a public offering of 2,659,574 common shares or pre-funded warrant equivalents at US$1.88 per share, targeting US$5 million in gross proceeds before fees and expenses to support its clinical-stage pharmaceutical programs.

How large is XORTX Therapeutics’ new public offering and at what price?

The offering totals 2,659,574 common shares or pre-funded warrant equivalents at an offering price of US$1.88 per share, for gross proceeds of approximately US$5 million before deducting placement agent fees and other offering-related expenses, according to the company’s disclosure.

What are the key terms of XORTX Therapeutics’ pre-funded warrants?

The pre-funded warrants are common share equivalents with an exercise price of US$0.0001 per share, are immediately exercisable, and will terminate once exercised in full. They are offered as an alternative to common shares within the same US$5 million financing.

When is XORTX Therapeutics’ public offering expected to close?

The offering is expected to close on or about May 15, 2026, subject to customary closing conditions. These include obtaining all necessary regulatory approvals, specifically approval from the TSX Venture Exchange, as described in the company’s announcement.

Under which SEC registration is XORTX’s offering being made?

The securities are being offered under a registration statement on Form F-1, File No. 333-290512, which the U.S. Securities and Exchange Commission declared effective on May 13, 2026, enabling XORTX to proceed with the described public offering.

Who is acting as placement agent for XORTX Therapeutics’ offering?

E.F. Hutton & Co. is serving as the exclusive placement agent for the US$5 million public offering. Investors can also contact E.F. Hutton to obtain copies of the final prospectus relating to the transaction once it becomes available.

Filing Exhibits & Attachments

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