SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Eupraxia Pharmaceuticals Inc. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
29842P105 (CUSIP Number) |
Joseph S. Freedman 27 Swansdown Drive, North York, A6, M2L 2N2 416-882-5635 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/24/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 29842P105 |
1 |
Name of reporting person
Joseph S. Freedman | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
5,533,215.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Shares | |
(b) | Name of Issuer:
Eupraxia Pharmaceuticals Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
201-2067 Cadboro Bay Road, Victoria, British Columbia,
CANADA (FEDERAL LEVEL)
, V8R 5G4. | |
Item 1 Comment:
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed with the Securities and Exchange Commission on November 7, 2024 (as amended, the "Schedule 13D") by Joseph S. Freedman (the "Reporting Person"). This Amendment No. 1 supplements Item 3, Item 4, Item 6 and Item 7 and amends and restates Items 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended to add the following:
On September 24, 2025, the Reporting Person purchased 543,130 common shares without par value (the "Common Shares") in an underwritten public offering (the "2025 Offering"). at a price of $5.50 per share for an aggregate purchase price of $2,987,215. The source of each funds used to pay the purchase price was the Reporting Person's personal funds. | ||
Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
In connection with the 2025 Offering, the Reporting Person entered into a customary lock-up agreement with the underwriters (the "Lock-Up Agreement"), which generally prohibits, without the prior written consent of the underwriters and subject to certain exceptions, the sale, transfer or other disposition of securities of the Issuer for a period of 90 days after the date of the underwriting agreement between the Issuer and the underwriters relating to the 2025 Offering.
The foregoing summary of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is attached as Exhibit 99.1 hereto and incorporated by reference herein. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5 is hereby amended and restated to read as follows:
See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Common Shares, Series 1 preferred shares, with no par value (the "Preferred Shares"), options to purchase Common Shares ("Option Shares") and warrants exercisable for Common Shares ("Warrant Shares") and percentage of Common Shares, Preferred Shares, Option Shares and Warrant Shares beneficially owned by the Reporting Person. | |
(b) | See rows (7) through (10) of the cover page to this Schedule 13D for the Common Shares, Preferred Shares, Option Shares and Warrant Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition. | |
(c) | Other than as described in Item 3, Item 4 and Item 6, the Reporting Person has not effected any transactions involving Common Shares in the 60 days prior to filing this Schedule 13D. | |
(d) | Not applicable. | |
(e) | Not applicable. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
The Reporting Person entered into the Lock-up Agreement, as defined and described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Person entered into option agreements with certain consultants of the Issuer whereby the consultants have the option to purchase 60,000 shares of the Issuer's Common Stock beneficially owned by the Reporting Person. | ||
Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following:
99.1 - Form of Lock-Up Agreement (included as Exhibit A to the Underwriting Agreement filed as Exhibit 99.1 to the Issuer's Current Report on Form 6-K as filed with the Securities and Exchange Commission on September 23, 2025). |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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