Exhibit 99.1

 

 

 

 

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

As at and for the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

XORTX THERAPEUTICS INC.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited - expressed in U.S. Dollars)

 

    Note   

September 30,

2025

    

December 31,

2024

 
        $    $ 
Assets              
               
Current              
Cash   5   1,193,915    2,473,649 
Accounts receivable       22,092    17,637 
Prepaid expenses   6   30,444    185,412 
Deferred share issuance costs   18   111,028    - 
               
Total Current Assets       1,357,479    2,676,698 
Non-current              
Contract payments   7   1,200,000    1,200,000 
Intangible assets   8   193,997    183,108 
Property and equipment   9   59,602    34,721 
               
Total Assets       2,811,078    4,094,527 
               
Liabilities              
               
Current              
Accounts payable and accrued liabilities   10,13   677,314    147,205 
Derivative warrant liability   12(h)   101,000    572,000 
Lease obligation   11   59,094    38,785 
               
Total Liabilities       837,408    757,990 
               
Shareholders’ Equity              
               
Share capital   12   19,488,598    18,493,571 
Reserves   12   5,747,026    6,039,078 
Obligation to issue shares   8(c)   24,746    24,746 
Accumulated other comprehensive loss       (52,605)   (52,605)
Accumulated deficit       (23,234,095)   (21,168,253)
               
Total Shareholders’ Equity       1,973,670    3,336,537 
               
Total Liabilities and Shareholders’ Equity       2,811,078    4,094,527 

 

Nature of operations and going concern (Note 1)

Commitments (Note 16)

Subsequent event (Note 18)

 

/s/ “Allen Davidoff”   /s/ “Paul Van Damme”
Director   Director

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

2

 

XORTX THERAPEUTICS INC.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

         

Three months ended

September 30

    

Nine months ended

September 30

 
    

Note

    2025    2024    2025    2024 
         $    $    $    $ 
Expenses                         
                          
Research and development   13    57,011    34,741    520,071    176,067 
Consulting, wages and benefits   13    238,839    213,340    763,286    798,678 
Directors’ fees   13    56,956    40,144    158,209    125,676 
Investor relations        214,253    236,603    520,155    1,178,273 
Professional fees   13    30,902    195,527    213,618    590,372 
General and administrative        61,125    81,765    180,417    248,943 
Public company costs        22,592    30,823    88,690    116,559 
Travel        17    -    21,121    18,335 
Amortization of property and equipment   9    22,888    19,560    63,193    66,691 
Amortization of intangible assets   8    6,497    6,389    19,807    24,439 
Share-based payments   12(g),13   5,117    15,857    21,031    113,022 
                          
Loss before other items        (716,197)   (874,749)   (2,569,598)   (3,457,055)
                          
Fair value adjustment on derivative warrant liability   12(h)   76,000    244,000    471,000    164,756 
Foreign exchange gain/(loss)        (16,473)   14,715    (5,192)   (15,673)
Interest income        7,201    29,023    37,948    96,577 
Transaction costs on derivative warrant liability   12(b)   -    -    -    (224,486)
                          
Net loss and comprehensive loss for the period        (649,469)   (587,011)   (2,065,842)   (3,435,881)
                          
Basic and diluted loss per common share        (0.13)   (0.20)   (0.50)   (1.25)
                          
Weighted average number of common shares outstanding, basic and diluted        4,856,493    2,903,565    4,131,381    2,746,043 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

3

 

XORTX THERAPEUTICS INC.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited - expressed in U.S. Dollars)

 

    Number of common shares    

Share

capital

    Reserves    Obligation to issue shares    Accumulated deficit    Accumulated other comprehensive loss    Total 
         $    $    $    $    $    $ 
                                    
Balance, December 31, 2023   1,998,848    17,056,535    5,468,257    24,746    (17,854,907)   (52,605)   4,642,026 
                                    
Shares issued pursuant to private placement   899,717    1,032,549    -    -    -    -    1,032,549 
Warrants exercised   5,000    21,814    -    -    -    -    21,814 
Share issuance costs   -    (239,950)   -    -    -    -    (239,950)
Share-based payments   -    -    113,022    -    -    -    113,022 
Comprehensive loss for the period   -    -    -    -    (3,435,881)   -    (3,435,881)
                                    
Balance, September 30, 2024   2,903,565    17,870,948    5,581,279    24,746    (21,290,788)   (52,605)   2,133,580 
                                    
Shares issued pursuant to private placement   320,000    355,000    -    -    -    -    355,000 
Pre-funded warrants issued   -    -    907,994    -    -    -    907,994 
Reclassification of derivative warrant liability   -    -    123,651    -    -    -    123,651 
Share issuance costs   -    (91,591)   (224,140)   -    -    -    (315,731)
Pre-funded warrants exercised   257,810    359,214    (359,211)   -    -    -    3 
Share-based payments   -    -    9,505    -    -    -    9,505 
Comprehensive income for the period   -    -    -    -    122,535    -    122,535 
                                    
Balance, December 31, 2024   3,481,375    18,493,571    6,039,078    24,746    (21,168,253)   (52,605)   3,336,537 
                                    
Shares issued pursuant to at-the-market offering   73,871    113,547    -    -    -    -    113,547 
Shares issued pursuant to private placement   1,423,972    1,039,500    -    -    -    -    1,039,500 
Share issuance costs   -    (482,665)   11,560    -    -    -    (471,105)
Pre-funded warrants exercised   233,000    324,645    (324,643)   -    -    -    2 
Share-based payments   -    -    21,031    -    -    -    21,031 
Comprehensive loss for the period   -    -    -    -    (2,065,842)   -    (2,065,842)
                                    
Balance, September 30, 2025   5,212,218    19,488,598    5,747,026    24,746    (23,234,095)   (52,605)   1,973,670 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

 

4

 

XORTX THERAPEUTICS INC.

Condensed Interim Consolidated Statements of Cash Flows

For the nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

    Nine months ended September 30, 
    2025    2024 
    $    $ 
Cash provided by (used in):
          
           
Operating activities          
Net loss for the period   (2,065,842)   (3,435,881)
           
Items not affecting cash:          
Amortization of property and equipment   63,193    66,691 
Amortization of intangible assets   19,807    24,439 
Fair value adjustment on derivative warrant liability   (471,000)   (164,756)
Share-based payments   21,031    113,022 
Transaction costs on derivative warrant liability   -    224,486 
Unrealized foreign exchange gain   (22,816)   (9,228)
Changes in non-cash operating assets and liabilities:          
Accounts receivable   (4,455)   47,600 
Prepaid expenses   154,968    140,430 
Deferred share issue costs   -    156,612 
Accounts payable and accrued liabilities   238,248    44,345 
    (2,066,866)   (2,792,240)
           
Investing activities          
Acquisition of intangible assets   (30,696)   (34,888)
    (30,696)   (34,888)
           
Financing activities          
Proceeds from issuance of equity instruments   1,153,047    2,000,549 
Pre-funded warrants and warrants exercised   2    16,570 
Share issuance costs   (290,272)   (297,607)
Payment of lease obligation   (67,765)   (47,040)
    795,012    1,672,472 
           
Effect of foreign exchange on cash   22,816    7,738 
           
Decrease in cash   (1,279,734)   (1,146,918)
           
Cash, beginning of period   2,473,649    3,447,665 
           
Cash, end of period   1,193,915    2,300,747 
           
Supplemental Cash Flow and Non-Cash Investing and Financing Activities Disclosure          
Derivative warrant liability reclassified to share capital on exercise of warrants   -    5,244 
Recognition of right-of-use asset   88,074    96,998 
Deferred financing costs reclassified to share capital and transaction costs on derivative warrant liability   -    166,344 
Deferred financing costs in accounts payable   111,028    - 
Share issuance costs in accounts payable   180,833    - 
Fair value of agent’s warrants   11,560    - 

 

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

5

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

1.Nature of operations and going concern

 

XORTX Therapeutics Inc. (the “Company” or “XORTX”) was incorporated under the laws of Alberta, Canada on August 24, 2012.

 

XORTX is a public company listed on the TSX Venture Exchange (the “TSXV”) and on the Nasdaq Stock Market (“Nasdaq”) under the symbol “XRTX”. The Company’s operations and mailing address is 3710 – 33rd Street NW, Calgary, Alberta, Canada T2L 2M1 and its registered address is located at 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3.

 

XORTX is a late-stage clinical pharmaceutical company focused on developing innovative therapies to treat gout and progressive kidney disease modulated by aberrant purine and uric acid metabolism in orphan disease indications such as allopurinol intolerant gout and autosomal dominant polycystic kidney disease, as well as more prevalent type 2 diabetic nephropathy, and fatty liver disease. The Company’s current focus is on developing products to slow and/or reverse the progression of these diseases.

 

The Company is subject to a number of risks associated with the successful development of new products and their marketing and the conduct of its clinical studies and their results. The Company will have to finance its research and development activities and its clinical studies. To achieve the objectives in its business plan, the Company plans to raise the necessary capital and to generate revenues. Although there is no certainty, management is of the opinion that additional funding for future projects and operations can be raised as needed. The products developed by the Company will require approval from the U.S. Food and Drug Administration and equivalent organizations in other countries before their sale can be authorized. If the Company is unsuccessful in obtaining adequate financing in the future, research activities will be postponed until market conditions improve. These circumstances and conditions indicate the existence of a material uncertainty that casts significant doubt about the Company’s ability to continue as a going concern.

 

2.Basis of preparation

 

Statement of Compliance

 

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 (IAS 34), Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures included in the annual financial statements prepared in accordance with IFRS Accounting Standards (“IFRS”) have been condensed or omitted. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024.

 

Basis of Measurement and Presentation

 

These condensed interim consolidated financial statements have been prepared using the historical cost convention except for financial instruments which have been measured at fair value. These condensed interim consolidated financial statements were prepared on an accrual basis except for cash flow information.

 

These condensed interim consolidated financial statements incorporate the financial statements of the Company and its 100% owned subsidiary, XORTX Pharma Corp. The accounts of the Company’s subsidiary are prepared for the same reporting period as the parent company, using consistent accounting policies. Inter-company transactions, balances and unrealized gains or losses on transactions are eliminated.

 

These condensed interim consolidated financial statements were approved for issue by the Board of Directors on November 12, 2025.

 

6

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

3.Material accounting policies

 

These condensed interim consolidated financial statements have been prepared on a basis consistent with the material accounting policies disclosed in the annual financial statements for the year ended December 31, 2024.

 

4.Critical accounting judgments and estimates

 

The preparation of condensed interim consolidated financial statements requires management to make judgments and estimates that affect the amounts reported in the condensed interim consolidated financial statements and notes. By their nature, these judgments and estimates are subject to change and the effect on the condensed interim consolidated financial statements of changes in such judgments and estimates in future periods could be material. These judgments and estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these judgments and estimates.

 

Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods. Information about critical accounting judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the condensed interim consolidated financial statements are discussed below:

 

Share-based payment transactions and warrant liabilities

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Warrant liabilities are accounted for as derivative liabilities if the proceeds from exercise are either not fixed, denominated in a currency other than the functional currency, or can be settled on a net basis, and therefore do not meet the fixed for fixed criteria. Estimating fair value for share-based transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the instrument. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option or warrant, volatility and dividend yield and making assumptions about them.

 

Classification of contract payments

In concluding that contract payments are a non-current asset, management considered when future regulatory and clinical trial programs are anticipated to be completed. Management assessed that the future regulatory and clinical trial programs would not be completed within 12 months from period end and therefore classified the contract payments as a non-current asset.

 

Impairment of intangible assets

Patents (obtained and pending) and licenses are reviewed for impairment at each financial reporting date. If, in the judgment of management, future economic benefits will not flow to the Company, then the Company will assess the recoverable value of the asset. If the carrying value is greater than the recoverable value, the asset will be impaired to the recoverable value.

 

Determination of functional currency

In concluding that the U.S. dollar is the functional currency of the Company and its subsidiary, management considered the currency that mainly influences the cost of providing goods and services in the primary economic environment in which each entity operates and the currency in which funds from financing are generated, or if there has been a change in events or conditions that determined the primary economic environment.

 

7

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

 

4.Critical accounting judgments and estimates (continued)

 

Treatment of research and development costs

Costs to develop products are capitalized to the extent that the criteria for recognition as intangible assets in IAS 38 Intangible Assets are met. Those criteria require that the product is technically and economically viable, the Company has the intention and ability to use the asset, and how the asset will generate future benefits. Management assessed the capitalization of development costs based on the attributes of the development project, perceived user needs, industry trends and expected future economic conditions. Management considers these factors in aggregate and applies significant judgment to determine whether the product is feasible. The Company has not capitalized any development costs as at September 30, 2025.

 

Leases

Value of right-of-use assets and lease obligations require judgement in determining lease terms such as extension options, determining whether a lease contract contains an identified asset to which the Company has the right to use substantially all of the economic benefits from, and the incremental borrowing rate applied. The Company estimates the incremental borrowing rate based on the lease term, collateral assumptions and the economic environment in which the lease exists. Renewal options are only included if management is reasonably certain that the option will be renewed.

 

Classification of pre-funded warrants

Management applied judgment when determining the appropriate classification of pre-funded warrants included in unit offerings. Management considered the characteristics of derivative instruments and concluded that the pre-funded warrants should be classified as an equity instrument.

 

Current and deferred taxes

The measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in the interpretation and application of the relevant tax laws. Such differences may result in eventual tax payments differing from amounts accrued. Reported amounts for deferred tax assets and liabilities are based on management’s expectation for the timing and amounts of future taxable income or loss, as well as future taxation rates. Changes to these underlying estimates may result in changes to the carrying value, if any, of deferred income tax assets and liabilities.

 

5.Cash

 

The Company’s cash consists of cash held and interest-bearing deposits with the Company’s bank and brokerage accounts. The current annual interest rate earned on these deposits is 4.10% (December 31, 2024 – 3.62%).

 

    

September 30,

2025

    

December 31,

2024

 
    $    $ 
           
Cash   35,371    53,686 
Interest-bearing deposits   1,158,544    2,419,963 
    1,193,915    2,473,649 

 

 

8

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

6.Prepaid expenses

 

The Company’s prepaid expenses relate to the following:

 

    

September 30,

2025

    

December 31,

2024

 
    $    $ 
           
Research and development   -    1,167 
Insurance   3,812    158,007 
Investor relations conferences and services   18,430    19,490 
Administrative services and other   8,202    6,748 
    30,444    185,412 

 

7.Contract payments

 

During the year ended December 31, 2020, the Company entered into an agreement with Prevail InfoWorks Inc. As part of the agreement, the Company paid $1,200,000 through the issuance of units in the private placement that closed February 28, 2020, to be applied to future regulatory and clinical trial programs. The 108,590 units issued were measured by reference to their fair value on the issuance date, which is equal to CAD $14.76 per unit.

 

8.Intangible assets

 

Cost   Total 
    $ 
Balance, December 31, 2023   336,803 
Additions   38,924 
Balance, December 31, 2024   375,727 
Additions   30,696 
Balance, September 30, 2025   406,423 

 

Accumulated amortization   Total 
    $ 
Balance, December 31, 2023   161,549 
Amortization   31,070 
Balance, December 31, 2024   192,619 
Amortization   19,807 
Balance, September 30, 2025   212,426 

 

Carrying values   Total 
    $ 
At December 31, 2024   183,108 
At September 30, 2025   193,997 

 

9

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

8.Intangible assets (continued)

 

The Company has licensed intellectual property from various third parties. The intangible assets relate solely to licensed intellectual property and there are no other classes of intangible assets. The intangible assets are as described below:

 

a)The Company has licensed from a third party (the “Licensor”), under patent rights purchase agreement dated July 9, 2013 and amended April 15, 2014, certain patents relating to allopurinol for the treatment of hypertension. The Company paid a total of $40,000 to the Licensor per the terms of the agreement.

 

The Company will also pay the Licensor royalties on the cumulative net revenues from the sale or sublicense of the product covered under the patent license until the later of (i) the expiration of the last patent right covering the product; and (ii) the expiration of ten years from the date of the first commercial sales of a product. As of September 30, 2025, no royalties have been accrued or paid.

 

b)In December 2012, the Company entered into an agreement to license certain intellectual property relating to the use of all uric acid lowering agents to improve the treatment of metabolic syndrome. Under this patent rights purchase agreement, between the Company and Dr. Richard Johnson and Dr. Takahiko Nakagawa (the “Vendors”), the Company will pay the Vendors a royalty based on the cumulative net revenues from the sale or sublicense of the product covered under the licensed intellectual property until the later of (i) the expiration of the last patent right covering the product; and (ii) the expiration of 10 years from the date of the first commercial sales of a product. As of September 30, 2025, no royalties have been accrued or paid.

 

c)Pursuant to a license agreement dated October 9, 2012 as amended on June 23, 2014, between the Company and the University of Florida Research Foundation, Inc. (“UFRF”), the Company acquired the exclusive license to a patent that claims the use of any uric acid lowering agent to treat insulin resistance. The Company has paid or is obligated to pay UFRF the following:

 

i)An annual license fee of $1,000;
ii)Reimburse UFRF for United States and/or foreign costs associated with the maintenance of the licensed patents;
iii)The issuance to UFRF of 180,397 shares of common stock of the Company. 160,783 have been issued to UFRF as at September 30, 2025 and December 31, 2024. The remaining shares to be issued are included in obligation to issue shares ($24,746);
iv)Milestone payments of $500,000 upon receipt of FDA approval to market licensed product in the United States of America and $100,000 upon receipt of regulatory approval to market each licensed product in each of other jurisdictions;
v)Royalty payments of up to 1.5% of net sales of products covered by the license until the later of (i) the expiration of any patent claims; or (ii) 10 years from the date of the first commercial sale of any covered product in each country. Following commencement of commercial sales, the Company will be subject to certain annual minimum royalty payments that will increase annually to a maximum of $100,000 per year. As at September 30, 2025, no royalties have been accrued or paid; and
vi)UFRF is entitled to receive a royalty of 5% of amounts received from any sub-licensee that are not based directly on product sales, excluding payments received for research and development or purchases of the Company’s securities at not less than fair market value. As at September 30, 2025, no royalties have been accrued or paid.

 

UFRF may terminate the agreement if the Company fails to meet the above-specified milestones.

 

10

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

9.Property and equipment

 

Cost   Right-of-use asset    Equipment    Total 
    $    $    $ 
Balance, December 31, 2023   114,588    23,344    137,932 
Additions   96,998    -    96,998 
Balance, December 31, 2024   211,586    23,344    234,930 
Additions   88,074    -    88,074 
Balance, September 30, 2025   299,660    23,344    323,004 

 

Accumulated amortization   Right-of-use asset    Equipment    Total 
    $    $    $ 
Balance, December 31, 2023   103,675    10,330    114,005 
Amortization   78,525    7,679    86,204 
Balance, December 31, 2024   182,200    18,009    200,209 
Amortization   58,744    4,449    63,193 
Balance, September 30, 2025   240,944    22,458    263,402 

 

Carrying values   Right-of-use asset    Equipment    Total 
    $    $    $ 
At December 31, 2024   29,386    5,335    34,721 
At September 30, 2025   58,716    886    59,602 

 

The Company entered into an office lease during the year ended December 31, 2022 for which a right-of-use asset was recognized (Note 11). During the nine months ended September 30, 2025, the Company extended its office lease. A $88,074 right-of-use asset addition was recognized with a corresponding $88,074 increase to the lease liability.

 

10.Accounts payable and accrued liabilities

 

    

September 30,

2025

    

December 31,

2024

 
    $    $ 
Trade payables   480,068    84,020 
Accrued liabilities   197,246    63,185 
Total   677,314    147,205 

 

11.Lease obligation

 

The Company has entered into an office lease expiring in 2026, with an imputed interest rate of 8% per annum. A reconciliation of the outstanding lease obligation as at September 30, 2025 is as follows:

 

     $  
Balance, December 31, 2023   11,510 
Additions   96,998 
Lease payments   (69,723)
Balance, December 31, 2024   38,785 
Additions   88,074 
Lease payments   (67,765)
Balance, September 30, 2025   59,094 

 

11

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

11.Lease obligation (continued)

 

The $88,074 lease obligation addition recognized in the nine months ended September 30, 2025 relates to an extension of the office lease to May 31, 2026. The $96,998 lease obligation recognized in the year ended December 31, 2024 relates to an extension of the office lease to May 31, 2025.

 

The following is a schedule of the Company’s future minimum lease payments related to the office lease obligation:

 

    September 30, 2025    December 31, 2024 
     $     $ 
2025   22,805    39,535 
2026   38,008    - 
Total minimum lease payments   60,813    39,535 
Less: imputed interest   (1,719)   (750)
Total present value of minimum lease payments   59,094    38,785 
Less: current portion   (59,094)   (38,785)
Non-current portion   -    - 

 

12.Share capital and reserves

 

a)Authorized and issued

 

Unlimited common shares – 5,212,218 issued at September 30, 2025 (December 31, 2024 – 3,481,375).

 

b)Issuances

 

Nine months ended September 30, 2025:

 

On January 15, 2025, the Company issued 73,871 common shares in an at-the-market offering for gross proceeds of $113,547. In connection with the offering, the Company incurred issuance costs of $19,064. The costs were recorded as a reduction of equity.

 

On January 15, 2025, the Company issued 233,000 common shares for the exercise of pre-funded warrants at US$0.00001 per share in the amount of $2. An amount of $324,643 was transferred from reserves to share capital as a result.

 

On July 22, 2025, the Company closed a non-brokered private placement of 1,267,123 units at a price of $0.73 per unit for aggregate gross proceeds of $925,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $1.20 for a period of sixty months following the date of issuance provided, however, that if the closing price of the common shares on the Nasdaq is greater than $2.00 for ten or more consecutive trading days, the warrants will be accelerated and will expire on the 30th business day following the date of such notice. In connection with the offering, the Company paid an aggregate of $12,264 in finder’s fees and issued, in aggregate, 16,800 finder’s warrants. Each finder’s warrant has terms equal to those of the common share purchase warrants. The Company incurred additional cash issuance costs of $407,702. The 16,800 finder’s warrants were determined to have a fair value of $11,560.

 

12

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

b)Issuances (continued)

 

On August 8, 2025, the Company closed a non-brokered private placement of 156,849 units at a price of $0.73 per unit for aggregate gross proceeds of $114,500. Each unit consisted of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one common share at a price of $1.20 for a period of sixty months following the date of issuance provided, however, that if the closing price of the common shares on the Nasdaq is greater than $2.00 for ten or more consecutive trading days, the warrants will be accelerated and will expire on the 30th business day following the date of such notice. The Company incurred cash issuance costs of $32,075

 

Nine months ended September 30, 2024:

 

On February 15 and March 4, 2024, the Company closed two tranches of a non-brokered offering of 899,717 common share units at a price of CAD $3.00 per common share unit for aggregate gross proceeds of $2,000,549 (CAD $2,699,151). Each common share unit consists of one common share and one warrant to purchase one common share at CAD $4.50 per common share for a period of two years, provided, however that, if, the common shares on the TSXV trade at greater than CAD $6.00 for 10 or more consecutive trading days, the warrants will be accelerated and the warrants will expire on the 30th business day following the date of notice.

 

The proceeds were allocated $968,000 to the derivative warrant liability (Note 12(h)) and the residual $1,032,549 was allocated to common shares.

 

In connection with the offering, the Company paid finder’s fees of $97,241, representing a 5% finder’s fee on certain subscriptions to qualified finders. The Company incurred additional cash share issuance costs of $367,195. The costs were allocated between common shares and derivative warrant liability in proportion to their initial carrying amounts with $239,465 recorded as a reduction of equity and $224,486 recorded as transaction costs on derivative warrant liability.

 

On March 25, 2024, the Company issued 5,000 common shares for the exercise of warrants at CAD $4.50 per share in the amount of $16,570 (CAD $22,500). An amount of $5,244 was transferred from derivative warrant liability to share capital as a result.

 

c)Diluted Weighted Average Number of Common Shares Outstanding

 

    

Three months ended

September 30,

    

Nine months ended

September 30,

 
    2025    2024    2025    2024 
Basic weighted average common shares outstanding   4,856,493    2,903,565    4,131,381    2,746,043 
Effect of outstanding securities   -    -    -    - 
Diluted weighted average common shares outstanding   4,856,493    2,903,565    4,131,381    2,746,043 

 

During the three and nine months ended September 30, 2025 and 2024, the Company had a net loss, as such, the diluted loss per share calculation excludes any potential conversion of options and warrants that would decrease loss per share.

 

13

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

d)Common Share Purchase Warrants

 

A summary of the changes in warrants for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

 

    Number of Warrants    

Weighted

Average

Exercise price

 
           
Balance, December 31, 2023   1,125,210   $22.31 
Granted – February 9, 2024   824,767    3.13(1)
Granted – February 23, 2024   74,950    3.13(1)
Granted – October 18, 2024   810,810    2.18 
Exercised   (5,000)   3.13(1)
Balance, December 31, 2024   2,830,737   $3.60 
Granted – July 21, 2025   1,267,123    1.20 
Granted – August 8, 2025   156,849    1.20 
Balance, September 30, 2025   4,254,709   $2.82 

(1) Exercise price of CAD $4.50.

 

During the year ended December 31, 2024, the Company amended the exercise price of 1,125,210 common share purchase warrants that were issued pursuant to private placements that closed in February 2021, October 2021 and October 2022. Pursuant to the polices of the TSXV the terms of the warrants, as amended, will be subject to an acceleration expiry provision such that if for any 10 consecutive trading dates during the unexpired term of the warrants, the closing price of the Company's shares on the exchange exceeds $6.50, the exercise period of the warrants will be reduced to 30 days, starting seven days after the last premium trading day. All other terms of the warrants remain unchanged.

 

At September 30, 2025, the weighted average contractual remaining life of the unexercised warrants was 2.83 years (December 31, 2024 – 2.58 years).

 

The following table summarizes information on warrants outstanding at September 30, 2025:

 

Exercise Price  Number Outstanding  Expiry date  Remaining Contractual Life
$5.00   198,333   February 9, 2026  0.36 years
$5.00   270,211   October 15, 2026  1.04 years
$5.00   101,111   October 15, 2026  1.04 years
$5.00   555,555   October 7, 2027  2.02 years
CAD $4.50   819,767   February 9, 2026  0.36 years
CAD $4.50   74,950   February 23, 2026  0.40 years
$2.18   810,810   October 18, 2029  4.05 years
$1.20   1,267,123   July 21, 2030  4.81 years
$1.20   156,849   August 8, 2030  4.86 years
Total   4,254,709      2.83 years

 

14

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

e)Pre-Funded Warrants

 

A summary of the changes in pre-funded warrants for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

 

    Number of Warrants    

Weighted

Average

Exercise price

 
           
Balance, December 31, 2023   -    - 
Granted – October 18, 2024   490,810   $0.00001 
Exercised   (257,810)  $0.00001 
Balance, December 31, 2024   233,000   $0.00001 
Exercised   (233,000)  $0.00001 
Balance, September 30, 2025   -    - 

 

f)Finders’ and Underwriters Warrants

 

A summary of the changes in finders’ and underwriters’ warrants for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

 

    Number of Warrants    

Weighted

Average

Exercise price

 
           
Balance, December 31, 2024   50,298   $23.57 
Granted – July 21, 2025   16,800   $1.20 
Balance, September 30, 2025   67,098   $18.06 

 

At September 30, 2025, the weighted average contractual remaining life of the unexercised finders’ and underwriters’ warrants was 2.32 years (December 31, 2024 – 2.24 years).


The following table summarizes information on finders’ and underwriters’ warrants outstanding at September 30, 2025:

 

Exercise Price  Number Outstanding  Expiry date  Remaining Contractual Life
CAD$42.30   6,377   February 9, 2026  0.36 years
$42.93   16,144   October 15, 2026  1.04 years
$10.98   27,777   October 7, 2027  2.02 years
$1.20   16,800   July 21, 2030  4.81 years
Total   67,098      2.32 years

 

The fair value of the finders’ warrants issued on July 21, 2025 was estimated at $11,560 on the date of grant using Black-Scholes. The exercise price of the unit of $1.20; expected life of 5 years; expected volatility of 100%; risk free rate of 2.99%; and expected dividend yield of 0%.

 

15

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

g)Stock Options

 

The Company has an incentive Stock Option Plan (the “Plan”) for directors, officers, employees, and consultants, under which the Company may issue stock options to purchase common shares of the Company provided that the amount of incentive stock options which may be granted and outstanding under the Plan at any time shall not exceed 10% of the then issued and outstanding common shares of the Company.

 

The weighted average fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following data and assumptions:

 

   2024
Dividend yield   Nil 
Annualized volatility   100%
Share price   CAD $4.43  
Risk-free interest rate   3.59%
Expected life   5 years 

 

The risk-free interest rate is the yield on zero-coupon Canadian Treasury Bills of a term consistent with the assumed option life. The expected life of the option is the average expected period to exercise.

 

Volatility is based on the available historical volatility of the Company’s share price, excluding specific time frames in which volatility was affected by specific transactions that are not considered to be indicative of the Company’s expected share price volatility. The Company has not declared dividends in the past.

 

During the three and nine months ended September 30, 2025, the Company recorded share-based expenses of $5,117 and $21,031 (2024 - $15,857 and $113,022), in respect of the vesting of options issued in prior years.

 

A summary of the changes in stock options for the nine months ended September 30, 2025 and the year ended December 31, 2024 is presented below:

 

    

Number of Options

    

Weighted Average

Exercise price (CAD)

 
Balance, December 31, 2023   103,922   $16.60 
Granted – March 4, 2024   39,483    4.50 
Granted – April 8, 2024   8,000    5.00 
Granted – December 18, 2024   13,000    1.75 
Expired   (16,642)   22.22 
Balance, December 31, 2024   147,763   $10.80 
Expired   (18,002)   12.86 
Balance, September 30, 2025   129,761   $10.51 
Vested and exercisable, September 30, 2025   103,954   $12.32 

 

The weighted average contractual remaining life of the unexercised options was 2.52 years (December 31, 2024 - 3.02 years).

 

16

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

g)Stock Options (continued)

 

The following table summarizes information on stock options outstanding at September 30, 2025:

 

Exercise Price (CAD)  Number Outstanding  Number
Exercisable
  Expiry Date  Remaining Contractual Life
$16.92   2,366    2,366   May 12, 2026  0.61 years
$21.69   4,732    4,732   July 14, 2026  0.79 years
$22.86   7,262    7,262   December 21, 2026  1.22 years
$22.86   9,163    9,163   January 12, 2027  1.28 years
$14.40   37,200    37,200   June 6, 2027  1.68 years
$12.42   5,554    5,245   November 25, 2027  2.15 years
$2.90   8,000    8,000   December 31, 2028  3.25 years
$4.50   34,484    21,986   March 4, 2029  3.43 years
$5.00   8,000    8,000   April 8, 2029  3.52 years
$1.75   13,000    -   December 18, 2029  4.22 years
    129,761    103,954       

 

h)Derivative Warrant Liability

 

During the years ended December 31, 2024, 2022 and 2021, the Company issued warrants which were recorded as derivative financial liabilities as the exercise price was denominated in a currency other than the functional currency of the Company and in certain situations allow the holder to exercise the warrants on a cashless basis and therefore may be settled other than by the exchange of a fixed amount of cash. Under the cashless exercise option, the holders of these warrants may elect to settle the warrants on a cashless basis if the common shares are not subject to an effective registration statement at the time the holder wishes to exercise them. A contract that may be settled by a single net payment (generally referred to as net cash settled or net equity settled) is a financial liability and not an equity instrument.

 

These warrants are revalued at each reporting period and any gain or loss is recorded in profit or loss.

 

Effective January 1, 2023, with the change in functional currency of the Company to USD, the exercise price of warrants denominated in CAD is now denominated in a currency different than the functional currency of the Company and therefore these warrants now meet the definition of a derivative financial liability. Accordingly, all CAD denominated warrants recorded as equity instruments on January 1, 2023, were reclassified to derivative warrant liabilities at their estimated fair value as of that date.

 

The fair value of the warrants issued during the nine months ended September 30, 2025 with an exercise price denominated in CAD was estimated at ($nil) (2024 - $968,000) on the date of grant using the Black-Scholes option pricing model with the following data and assumptions:

 

    2024 
Dividend yield   Nil 
Annualized volatility   130-135% 
Share price   CAD $3.10 
Risk-free interest rate   4.17% – 4.36% 
Expected life   2 years 

 

17

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

12.Share capital and reserves (continued)

 

h)Derivative Warrant Liability (continued)

 

The balance of the derivative warrant liabilities (level 3) is as follows:

 

      
Balance at December 31, 2023  $531,000 
Warrants issued February 9, 2024   865,000 
Warrants issued February 23, 2024   103,000 
Warrants exercised   (5,244)
Fair value adjustment   (164,756)
Balance at September 30, 2024  $1,329,000 
Reclassified to reserves   (123,651)
Fair value and other adjustments   (633,349)
Balance at December 31, 2024  $572,000 
Fair value adjustment   (471,000)
Balance at September 30, 2025  $101,000 

 

Significant assumptions used in determining the fair value of the derivative warrant liabilities at September 30, 2025 and December 31, 2024 are as follows:

 

    

September 30,

2025

    

December 31,

2024

 
Share price  $0.81   $1.13 
Risk-free interest rate   2.47%   2.92%
Dividend yield   0%   0%
Expected volatility   44%-115%    94%-134% 
Remaining term (in years)   0.4–2.0    1.1-2.8 

 

The fair value is classified as level 3 as expected volatility is determined using historical volatility and is therefore not an observable input.

 

18

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

13.Related party transactions

 

All related party transactions were measured at fair value. All amounts due from/payable to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

 

During the nine months ended September 30, 2025 and 2024, the Company incurred the following transactions with related parties:

 

a)Wages and benefits and professional fees were paid or accrued to Allen Davidoff, the Chief Executive Officer (“CEO”), in the amount of $244,680 (2024 - $292,930).

 

b)Fees were paid or accrued to Michael Bumby, the Chief Financial Officer (“CFO”) of the Company in the amount of $120,536 (2024 - $113,374 (paid or accrued to the former CFO)).

 

c)Research and development fees were paid or accrued to Haworth Biopharmaceutical Consulting Services Inc., a company owned by Stephen Haworth, the Chief Medical Officer (“CMO”) of the Company in the amount of $72,000 (2024 - $86,445).

 

d)Consulting fees were paid or accrued to Stacy Evans, the Chief Business Officer (“CBO”) of the Company in the amount of $112,500 (2024 - $120,000).

 

e)Directors’ fees were paid or accrued to the directors of the Company in the amount of $158,209 (2024 - $125,676). The amount includes director fees payment of $97,685 for the nine months ended September 30, 2025 (2024 - $91,786) to Anthony Giovinazzo, Chairman of the Company.

 

f)As at September 30, 2025, $25,718 (December 31, 2024 - $11,120) was payable to directors of the Company, $28,285 (December 31, 2024 - $7,705) was payable and accrued to the CFO of the Company for CFO services, $16,000 (December 31, 2024 - $8,000) was payable and accrued to the CMO of the Company for consulting services, and $37,500 (December 31, 2024 - $12,500) was payable and accrued to the CBO of the Company for consulting services. The balances are unsecured, non-interest bearing, and have no fixed terms of repayment.

 

g)Management and directors’ compensation transactions for the nine months ended September 30, 2025 and 2024 are summarized as follows:

 

    Management Compensation    

Directors’

fees

    

 

Share-based payments

    

 

 

Total

 
    $    $    $    $ 
Nine months ended September 30, 2024                    
Directors and officers   612,749    125,676    79,584    818,009 
                     
Nine months ended September 30, 2025                    
Directors and officers   549,716    158,209    11,989    719,914 

 

19

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

14.Financial instruments and risk management

 

The Company’s financial instruments consist of cash, accounts receivable, accounts payable and accrued liabilities, lease obligation and derivative warrant liability. The fair values of cash and accounts payable and accrued liabilities and lease liability approximate their carrying values at September 30, 2025, due to their short-term nature. Derivative warrant liability is carried at fair value and is classified within Level 3 of the fair value hierarchy.

 

The Company thoroughly examines the various financial instruments and risks to which it is exposed and assesses the impact and likelihood of those risks. These risks include foreign currency risk, interest rate risk, market risk, credit risk, and liquidity risk. Where material, these risks are reviewed and monitored by the Board of Directors

 

There have been no changes in any risk management policies since December 31, 2024.

 

15.Capital management

 

The Company defines capital that it manages as shareholders’ equity. The Company manages its capital structure in order to have funds available to support its research and development and sustain the future development of the business. When managing capital, the Company’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management adjusts the capital structure as necessary in order to support its activities.

 

Since inception, the Company’s objective in managing capital is to ensure sufficient liquidity to finance its research and development activities, general and administrative expenses, expenses associated with intellectual property protection, and its overall capital expenditures. There were no changes during the nine months ended September 30, 2025. The Company is not exposed to external requirements by regulatory agencies regarding its capital.

 

16.Commitments

 

The Company’s long-term arrangements that are not recognized as liabilities as at September 30, 2025 and December 31, 2024 are as follows:

 

a)Employment Agreements

 

    

September 30,

2025

    

December 31,

2024

 
    $    $ 
Management services – officers   321,000    321,000 

 

The President, CEO, and a director of the Company has a long-term employment agreement with the Company. The agreement has a termination clause whereby he is entitled to the equivalent of 12 times his then current monthly salary which, as of September 30, 2025 and December 31, 2024, equated to an annual salary of $321,000.

 

b)Payments

 

In the normal course of business, the Company has committed to payments totaling $228,348 (December 31, 2024 - $323,000) related to its clinical trial, and manufacturing, activities, and other regular business activities which are expected to occur over the next two years.

 

20

 

XORTX THERAPEUTICS INC.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Unaudited - expressed in U.S. Dollars)

 

17.Segmented information

 

The Company operates in one reportable operating segment: the development and commercialization of therapies to treat hyperuricemia related diseases. As the operations comprise a single reporting segment, amounts disclosed also represent segment amounts. All long-term assets of the Company are located in Canada.

 

18.Subsequent events

 

On October 15, 2025, the Company entered into a binding term sheet (the “Term Sheet”) to acquire a Renal Anti-Fibrotic Therapeutic Program from Vectus Biosystems Limited, an Australian Securities Exchange listed company (“Vectus”). The program includes a novel new chemical entity, VB4-P5, along with its associated intellectual property, regulatory documentation, and manufacturing data. The Term Sheet provides for the Company to acquire from Vectus the intellectual property specifically related to the VB4-P5 compound and the data generated by Vectus from its work on the VB4-P5 small molecule and related assets. The consideration receivable by Vectus is $3,000,000, payable in common shares of the Company at a deemed issue price of $0.86 per common share (the “Issue Price”), with the Issue Price subject to adjustment in certain circumstances.

 

The Term Sheet is subject to finalization of closing documentation, satisfaction of conditions that are typical for a transaction of this type including receipt of all regulatory approvals, and compliance with applicable stock exchange requirements and applicable securities laws. Closing of the acquisition will occur no more than 90 days from the execution of the Term Sheet. If the Term Sheet is terminated or closing does not occur, other than as a result of a breach of the Term Sheet by Vectus, then the Company shall issue to Vectus $50,000 of common shares at the Issue Price.

 

On October 29, 2025, the Company closed its registered direct offering for the purchase and sale of 572,470 common shares at a price of $0.63 per common share, and 1,177,530 pre-funded warrants at a price of $0.62999 per pre-funded warrant for aggregate gross proceeds of $1,102,488. Each Pre-funded Warrant entitles the holder to acquire one common share at an exercise price of $0.00001 per share. In connection with the offering, the Company also issued 87,500 agent warrants, each exercisable into one common share of the Company at an exercise price of $0.69 commencing 181 days following issuances with a term of eighteen months from the closing date. Subsequent to closing, the Company issued 572,470 common shares and 1,177,530 common shares upon the exercise of the pre-funded warrants related to this offering.

 

As of September 30, 2025, the Company had incurred $111,028 of deferred share issue costs in connection with this financing.

 

21