XORTX Therapeutics Inc 2026年年度报告和过渡报告

FORM20-F (Mark One) OR OR Date of event requiring this shell company report . . . . . . . . . . . . . . . For the transition period fromto Commission file number:001-40858 XORTX TherapeuticsInc. (Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section12(b)of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period coveredby the annual report: 6,962,218 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 Section 13or 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 Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen 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 submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 Board to itsAccounting 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 effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 the registrantincluded 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) Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issued by the International AccountingStandards Board☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow. 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 Exchange☐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☐Yes☐No TABLE OF CONTENTS Table of ContentsiGeneral MattersiiCautionary Note Regarding Forward-Looking StatementsiiiRisk Factors SummaryvPart I7Item 1.Identity of Directors, Senior Management and Advisers7Item 2.Offer Statistics and Expected Timetable7Item 3.Key Information7Item 4.Information on the Company54Item 4A.Unresolved Staff Comments94Item 5.Operating and Financial Review and Prospects94Item 6.Directors, Senior Management and Employees95Item 7.Major Shareholders and Related Party Transactions105Item 8.Financial Information106Item 9.The Offer and Listing.107Item 10.Additional Information107Item 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 Us