XORTX Therapeutics Inc 2025年年度报告和过渡报告

FORM20-F (Mark One) Date of event requiring this shell company report . . . . . . . . . . . . . . . For the transition period fromto Table of Contents Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files) ☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. †The term “new or revised financial accounting standard” refers to any updated issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) ☐Yes☐No Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standardsas issued by the International AccountingStandards Board☒Other☐ U.S. GAAP☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court TABLE OF CONTENTS Table of ContentsGeneral MattersCautionary Note Regarding Forward-Looking StatementsRisk Factors Summary iiiiivPart I7Item 1.Identity of Directors, Senior Management and Advisers7Item 2.Offer Statistics and Expected Timetable7Item 3.Key Information7Item 4.Information on the Company53Item 4A.Unresolved Staff Comments93Item 5.Operating and Financial Review and Prospects93Item 6.Directors, Senior Management and Employees93Item 7.Major Shareholders and Related Party Transactions103Item 8.Financial Information105Item 9.The Offer and Listing.106Item 10.Additional Information106Item 11.Quantitative and Qualitative Disclosures About Market Risk120Item 12.Description of Securities Other than Equity Securities122PART II123Item 13.Defaults, Dividend Arrearages and Delinquencies123Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds123Item 15.Controls and Procedures124Item 16.[Reserved]124Item16A.Audit Committee Financial Expert125Item 16B.Code of Ethics125Item 16C.Principal Accountant Fees and Services125Item16D.Exemptions from the Listing Standards for Audit Committees126Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers126Item 16F