XORTX Therapeutics (NASDAQ: XRTX) shareholders approve board, stock plan and share consolidation

Rhea-AI Filing Summary

XORTX Therapeutics Inc. reported shareholder voting results from its annual general and special meeting held on March 24, 2026. Shareholders approved setting the board at five directors and elected all nominees with strong support, including several at 100% of votes cast.

They reappointed Davidson & Co. LLP as auditor and re‑approved the stock option plan, which reserves up to 10% of issued and outstanding common shares at the grant date. Shareholders also authorized a share consolidation of up to 5 pre‑consolidation shares for 1 post‑consolidation share to help the company regain compliance with NASDAQ Capital Market continued listing requirements.

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 March 2026

Commission File Number: 001-40858

XORTX Therapeutics Inc.

3710 – 33^rd 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 ☒ 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:	March 26, 2026	By:	/s/ Allen Davidoff
		Name:	Allen Davidoff
		Title:	Chief Executive Officer

EXHIBIT INDEX

99.1 Report of Voting Results

Exhibit 99.1

XORTX THERAPEUTICS INC.

Report of Voting Results
(Section 11.3 of National Instrument 51-102)

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the Annual General and Special Meeting of Shareholders of XORTX Therapeutics Inc. (the “Company”) held on March 24, 2026 at the offices of the Company (the “Meeting”).

1. Setting the Number of Directors at Seven

A resolution setting the number of directors of the board to five was approved. Proxies were received as follows:

For the Motion:		2,366,776 (98.323%)
Against:		40,372 (1.677%)

2. Election of Directors

The shareholders voted by way of proxy and the following nominees were elected as directors to serve until the next annual meeting of shareholders of the Company or until their successors are duly elected or appointed:

Director	Votes For		Votes Withheld
Allen Davidoff	709,786	86.652%	118,900	14.348%
Mika Grasso	2,407,148	100.000%	Nil	-
Anthony J. Giovinazzo	775,464	93.578%	53.222	6.422%
Richard Grieve	2,407,148	100.000%	Nil	-
George Scorsis	2,407,148	100.000%	Nil	-

3. Appointment of Auditors

A resolution appointing Davidson & Co. LLP Chartered Professional Accountants as auditor of the Company until the next annual meeting of shareholders and authorizing the directors of the Company to fix the auditor's remuneration was approved. Proxies were received as follows:

For the Motion:		2,392,324 (99.384%)
Withheld:		14,824 (0.616%)

4. Re-Approval of Stock Option Plan

A resolution re-approving and confirming the Company’s stock option plan as described in the management information circular dated February 25, 2026, including that the maximum number of common shares reserved for issuance under the stock option plan at any given time is equal to ten percent (10%) of the issued and outstanding common shares as at the date of grant of an option under the stock option plan, was approved. Proxies were received as follows:

For the Motion:		705,839 (85.176%)
Against:		122,847 (14.824%)

5. Share Consolidation

A resolution authorizing the Company to change the number of issued and outstanding common shares of the Company by consolidating the issued and outstanding common shares on the basis of up to five (5) pre-consolidation common shares for every one (1) post-consolidated common share in order for the Company to regain compliance with the continued listing requirements for the NASDAQ Capital Market. Proxies were received as follows:

For the Motion:		2,161,883 (89.811%)
Against:		245,265 (49.697%)

2

For additional information, please see the Company’s notice of meeting and information circular dated February 25, 2026 filed on SEDAR+ in connection with the Meeting.

DATED at Calgary, AB, March 26, 2026.

XORTX THERAPEUTICS INC.

/s/ Charlotte May

Charlotte May
Corporate Secretary

FAQ

What did XRTX shareholders approve regarding the board of directors?

Shareholders approved setting the XORTX Therapeutics board at five directors. All nominees were then elected, with several receiving 100% of votes cast by proxy, indicating strong support for the existing leadership structure for the next term.

Which auditors did XORTX (XRTX) shareholders appoint at the 2026 meeting?

Shareholders approved Davidson & Co. LLP as auditors for XORTX Therapeutics. The motion passed with 2,392,324 votes for and 14,824 votes withheld, authorizing directors to fix the auditors’ remuneration until the next annual shareholder meeting.

What stock option plan changes did XRTX shareholders approve?

Shareholders re-approved and confirmed XORTX’s stock option plan. The plan allows a maximum number of common shares reserved for options equal to 10% of issued and outstanding shares at the grant date, providing an ongoing equity-based compensation framework for the company.

Did XORTX (XRTX) shareholders authorize a share consolidation?

Yes. Shareholders authorized consolidating XORTX common shares on the basis of up to five pre‑consolidation shares for one post‑consolidation share, intended to help the company regain compliance with NASDAQ Capital Market continued listing requirements.

How strong was shareholder support for XORTX’s share consolidation resolution?

The consolidation resolution received 2,161,883 proxy votes for the motion and 245,265 votes against. This shows broad shareholder backing for potential consolidation to assist with regaining compliance with NASDAQ Capital Market continued listing standards.

Where can investors find more details on XRTX’s 2026 meeting matters?

Further details are in XORTX’s notice of meeting and information circular dated February 25, 2026. These documents are filed on SEDAR+ and describe the stock option plan, share consolidation authority, and other meeting items in greater depth.

Filing Exhibits & Attachments

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