Mr. Allen Davidoff reports
XORTX REPORTS THAT SHAREHOLDERS APPROVED THE SHARE CONSOLIDATION AT THE ANNUAL GENERAL MEETING
XORTX Therapeutics Inc. shareholders, via ordinary resolution at the annual and special meeting of the shareholders held on March 24, 2026, authorized the board of directors of the company to complete a consolidation of the issued and outstanding common shares in the capital of the company on the basis of one postconsolidation common share for up to five preconsolidation common shares. The board is authorized to complete the consolidation when the board considers it to be in the best interests of the company to implement such consolidation, but in any event not later than one year from the meeting. The consolidation is pending approval of the TSX Venture Exchange. The company will not undergo a name change in connection with the consolidation.
The reason for the consolidation is to maintain compliance with: (i) the Nasdaq Stock Market's continual listing requirements (namely, that the company's shares trade above $1); and (ii) Nasdaq's condition for the company that its shares trade above $1 for 10 days by April 13, 2026.
Prior to the consolidation, the company has 6,962,218 common shares issued and outstanding. No fractional common shares will be issued in connection with the consolidation. In the event a holder of common shares would be entitled to fractional common shares as the result of the consolidation, the fractional common shares shall be either: (i) cancelled, if less than one-half of a full common share; or (ii) rounded up to the nearest whole number, if greater than or equal to one-half of a full common share. The number of issued and outstanding common shares immediately following the consolidation is approximately 1,392,443, however, the exact number will vary depending on the cancellation and rounding of fractional common shares.
If the consolidation is approved by the TSX Venture Exchange, the company's shares will commence trading on a postconsolidation basis on a date to be determined in consultation with the TSX-V, which shall be announced in a subsequent news release. Upon completion of the consolidation, a letter of transmittal will be sent by mail to registered shareholders of the company advising that the consolidation has taken effect and instructing registered shareholders to take action to exchange their share certificates. The letter of transmittal will contain instructions on how registered shareholders can exchange their share certificates. Beneficial shareholders who hold their shares through a broker or other intermediary and do not have shares registered in their own names will not be required to take any action to exchange their share certificates.
About XORTX Therapeutics Inc.
XORTX is a pharmaceutical company with three clinically advanced products in development: (1) its 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 preclinical 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. XORTX is dedicated to developing medications that improve the quality of life and health of individuals with gout and other important diseases.
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