XORTX Therapeutics (NASDAQ: XRTX) closes US$5M share and pre-funded warrant deal

Rhea-AI Filing Summary

XORTX Therapeutics Inc. reports the closing of a US$5 million public offering of 2,659,574 common shares or pre-funded warrant equivalents at US$1.88 each. The company issued 183,577 common shares and 2,475,997 pre-funded warrants, each exercisable for one share at US$0.0001.

Gross proceeds were US$5 million before fees, including a US$200,000 (4%) cash commission to E.F. Hutton & Co. XORTX plans to use the net proceeds for working capital and general corporate purposes, including investor relations activities. A portion of US$2.5 million will be paid to IR Agency LLC for marketing and advertising services. The closing remains subject to final TSX Venture Exchange approval.

Insights

Capital markets analyst

XORTX raises US$5M in equity-linked financing, with heavy IR spend.

XORTX Therapeutics has completed a US$5 million public offering combining common shares and pre-funded warrants at US$1.88. The structure allows immediate capital while giving investors the option-like economics of pre-funded warrants, which carry a de minimis US$0.0001 exercise price.

E.F. Hutton & Co. earned a US$200,000 cash commission, or 4% of gross proceeds, a typical placement fee for a small-cap life sciences deal. Net proceeds are earmarked for working capital and broader corporate purposes, consistent with funding late-stage clinical development and corporate overhead.

Notably, US$2.5 million of the raise is allocated to IR Agency LLC for marketing and investor-relations-related activities, a large share of total proceeds. Actual impact on trading liquidity and investor awareness will depend on the effectiveness of these campaigns and final approval by the TSX Venture Exchange.

Key Figures

Gross offering proceeds: US$5 million Securities issued: 2,659,574 shares or equivalents Common shares issued: 183,577 shares +5 more

8 metrics

Gross offering proceeds US$5 million Public offering of common shares and pre-funded warrants

Securities issued 2,659,574 shares or equivalents Total common shares and pre-funded warrant equivalents in offering

Common shares issued 183,577 shares Portion of offering issued as common shares

Pre-funded warrants issued 2,475,997 warrants Portion of offering issued as pre-funded warrants

Offering price US$1.88 per share Purchase price for common shares or equivalents

Warrant exercise price US$0.0001 per share Exercise price for each pre-funded warrant

Placement agent commission US$200,000 (4%) Cash commission to E.F. Hutton & Co.

IR Agency allocation US$2.5 million Portion of proceeds for marketing and advertising services

Key Terms

Pre-Funded Warrants, registration statement on Form F-1, TSX Venture Exchange, forward-looking statements, +1 more

5 terms

Pre-Funded Warrants financial

"common shares or common shares equivalents in lieu thereof “Pre-Funded Warrants” at a purchase 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

"issued pursuant to a registration statement on Form F-1 (File No. 333-290512), which was declared effective"

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.

TSX Venture Exchange regulatory

"The closing of the Offering remains subject to the final approval of the TSX Venture Exchange."

A junior stock exchange in Canada where smaller, early-stage companies list shares to raise capital and gain public visibility. Think of it as a farmers’ market for young businesses: it offers investors a chance to buy into fast-growing but higher-risk ventures, with looser listing rules and typically lower liquidity than major exchanges. It matters because performance and financing on this exchange can signal growth prospects or risk for investors.

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.

xanthine oxidase medical

"XORTX is working to advance products that target aberrant purine metabolism and xanthine oxidase to decrease or inhibit production of uric acid."

Xanthine oxidase is a naturally occurring enzyme — think of it as a tiny chemical machine in cells — that helps break down purines into uric acid and in the process produces reactive molecules. Investors care because blocking this enzyme can lower uric acid levels and reduce damaging oxidative byproducts, making it a key drug target for conditions like gout and certain cardiovascular or kidney issues; progress or setbacks in drugs against this enzyme can affect clinical, regulatory, and market outcomes.

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Accepted by SEC EDGAR 05/19/2026 - 07:00 AM Learn about SEC filing dates

FAQ

What did XORTX Therapeutics (XRTX) announce in this 6-K filing?

XORTX announced it closed a public offering raising US$5 million in gross proceeds. The financing combined common shares and pre-funded warrants, with proceeds intended for working capital, general corporate purposes, and significant investor relations and marketing initiatives.

How many XORTX (XRTX) securities were issued and at what price?

XORTX issued 2,659,574 common shares or pre-funded warrant equivalents at a purchase price of US$1.88 each. This total includes 183,577 common shares and 2,475,997 pre-funded warrants, each warrant exercisable into one common share at a very low exercise price.

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

XORTX issued 2,475,997 pre-funded warrants, each entitling the holder to acquire one common share. The exercise price is US$0.0001 per share, meaning holders effectively prepaid almost the full share cost in the offering price.

How will XORTX (XRTX) use the US$5 million raised in the offering?

XORTX plans to use net proceeds for working capital and general corporate purposes, including investor relations activities. A notable portion, US$2.5 million, will be paid to IR Agency LLC for marketing, advertising, media distribution, and building a digital investor community.

What fees were paid in the XORTX (XRTX) public offering?

E.F. Hutton & Co. acted as exclusive placement agent and received a US$200,000 cash commission, equal to 4% of the US$5 million gross proceeds. Additional offering expenses payable by XORTX will reduce net proceeds further, though those amounts are not itemized here.

Is the XORTX (XRTX) offering fully finalized and approved?

The offering has closed and securities were issued under an effective Form F-1 registration declared effective on May 13, 2026. However, the company notes that closing remains subject to final approval of the TSX Venture Exchange, a standard regulatory step for such issuances.

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 19, 2026		By:	/s/ Allen Davidoff
		Name:	Allen Davidoff
		Title:	Chief Executive Officer

EXHIBIT INDEX

99.1 News release dated May 19, 2026

 

EXHIBIT 99.1

XORTX Announces Closing of US$5 Million Public Offering

CALGARY, Alberta , May 19, 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 that it has closed its previously announced public offering of 2,659,574 common shares ("Common Shares") or common shares equivalents in lieu thereof (“Pre-Funded Warrants”) at a purchase price of US$1.88 (the “Offering”).

In connection with the Offering, the Company entered into definitive securities purchase agreements with purchasers to which the Company has issued 183,577 Common Shares and 2,475,997 Pre-Funded Warrants. Each Pre-Funded Warrant will entitle the holder to acquire one common share at an exercise price of $0.0001 per share.

The gross proceeds from the Offering were US$5 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including investor relations related activities. The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

E.F. Hutton & Co. acted as exclusive placement agent for the Offering and was paid a cash commission of US$200,000, representing a 4% commission.  

The Common Shares (and Pre-Funded Warrants in lieu thereof) were issued 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 was 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 has been filed with the SEC. Copies of the final prospectus relating to the Offering may be obtained by contacting E.F. Hutton & Co., 745 Fifth Avenue, 34^th 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.

A portion of the proceeds of the Offering, in an amount equal to US$2.5 million, will be paid to IR Agency LLC for marketing and advertising services to communicate information about XORTX to the financial community, including but not limited to, creating Company profiles, media distribution and building digital community with respect to XORTX. IR Agency LLC operates out of Newark, New Jersey and is an arm’s length party to XORTX prohibited from acquiring interest in XORTX.

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.  These forward-looking statements, include, but are not limited to, the anticipated use of proceeds from the offering and the final approval of the TSX Venture Exchange. 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. 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 (File No. 333-290512) 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.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 7.7 KB