SUPPL

SUPPL 1 d100065dsuppl.htm SUPPL SUPPL

Filed Pursuant to General Instruction II.L of Form F-10
File No. 333-276586

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

A copy of this preliminary prospectus supplement has been filed with the securities regulatory authorities in each of the provinces of Canada, except Quebec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus supplement may not be complete and may have to be amended.

Information contained herein is subject to completion or amendment. This prospectus supplement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or other jurisdiction.

This prospectus supplement, together with the short form base shelf prospectus dated February 5, 2024 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated February 5, 2024 to which it relates, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

Information has been incorporated by reference in this prospectus supplement and the short form base shelf prospectus dated February 5, 2024 to which it relates from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference herein may be obtained upon request without charge from the secretary of the Company at Suite 201, 2067 Cadboro Bay Road, Victoria, BC, V8R 5G4 (Telephone (250) 509-3968) and are also available electronically at www.sedarplus.ca and www.sec.gov/edgar.

Subject to completion, dated February 18, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

TO THE SHORT-FORM BASE SHELF PROSPECTUS DATED FEBRUARY 5, 2024


*New Issue*

LOGO

EUPRAXIA PHARMACEUTICALS INC.

US$●

● Common Shares

Pre-funded Warrants to Purchase up to ● Common Shares

This prospectus supplement, together with the accompanying short form base shelf prospectus dated February 5, 2024 to which it relates (the “shelf prospectus”), qualifies the distribution of ● common shares of Eupraxia Pharmaceuticals Inc. (“Eupraxia” or the “Company”) and, in lieu of common shares to certain investors that so choose, pre-funded warrants to purchase up to ● common shares. The public offering price of our common shares is US$● per common share. The public offering price of each pre-funded warrant will equal the price per common share at which common shares are being sold to the public in this offering, minus C$0.00001, and the exercise price of each pre-funded warrant will equal C$0.00001 per common share. The pre-funded warrants will be exercisable at any time after the date of issuance, subject to an ownership limitation. This offering of common shares and pre-funded warrants is being made concurrently in certain provinces of Canada under the terms of this prospectus supplement and in the United States under the terms of the Company’s registration statement on Form F-10 (File No. 333-276586) filed with and declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

The outstanding common shares are listed and posted for trading on the Toronto Stock Exchange (“TSX”) and the Nasdaq Capital Market (“Nasdaq”), under the symbol “EPRX”. We have applied to list the common shares being distributed hereunder and those issuable upon exercise of the pre-funded warrants on the TSX and Nasdaq. Listing

on the TSX and Nasdaq is subject to the fulfillment of all of the listing requirements of the TSX and Nasdaq, respectively. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the Nasdaq, TSX or any other national securities exchange or nationally recognized trading system. On February 17, 2026, the closing price of our common shares on the TSX and Nasdaq was C$11.26 and US$8.23 per common share, respectively.

Investing in our common shares and pre-funded warrants involves a high degree of risk. You should carefully read the risks that are described in the “Risk Factors” section beginning on page S-21 of this prospectus supplement.

Per Share

Per Pre-
Funded
Warrant

Total

Public offering price⁽¹⁾

US$

●

US$

●

US$

●

Underwriting discounts and commissions

US$

●

US$

●

US$

●

Proceeds to Eupraxia Pharmaceuticals Inc. (before expenses)⁽²⁾

US$

●

US$

●

US$

●

(1)	The public offering price has been determined through arm’s length negotiations between us and the underwriters.

(2)	See “Underwriting” for a description of the compensation payable to the underwriters.

We intend to grant the underwriters an option for a period of 30 days to purchase up to an additional US$● of our common shares.

Eupraxia is permitted under a multijurisdictional disclosure system (“MJDS”) adopted by the securities regulatory authorities in Canada and the United States to prepare this prospectus supplement and the accompanying shelf prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the facts that (i) the Company is incorporated or organized under the laws of British Columbia, Canada, (ii) the majority of its officers and directors are residents of a country other than the United States, (iii) some or all of the underwriters or experts named in this prospectus supplement and the shelf prospectus may be residents of a country other than the United States and (iv) all or a substantial portion of the assets of the Company and the assets of the foregoing persons may be located outside the United States. See “Enforceability of Civil Liabilities”.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR NOR HAVE ANY OF THE FOREGOING PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT AND THE SHELF PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospective investors should be aware that the acquisition, holding or disposition of the common shares and pre-funded warrants described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States, or who are resident in Canada may not be described fully herein. You should read the tax discussion contained in this prospectus supplement and consult your own tax advisor with respect to your own particular circumstances. See the sections titled “Certain Canadian Federal Income Tax Considerations”, “Certain Material United States Federal Income Tax Considerations”, and “Risk Factors”.

Subscriptions for the common shares and pre-funded warrants will be received by the underwriters subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The common shares will be ready for delivery through the facilities of the Depository Trust Company (“DTC”) or CDS Clearing and Depository Services Inc. (“CDS”) on or about ●, 2026, but in any event no later than ●, 2026. Delivery of the pre-funded warrants in certificated form is expected to be made on or about ●, 2026, but in any event no later than ●, 2026. It is expected that the Company will arrange for the instant deposit of the common shares under the book-based system of registration, to be registered to DTC or its nominee, or CDS or its nominee, and deposited with DTC or its nominee, or CDS or its nominee. No certificates evidencing the common shares will

be issued to purchasers of the common shares. Purchasers of the common shares will receive only a customer confirmation from the underwriters or other registered dealer who is a DTC participant or CDS participant and from or through whom a beneficial interest in the common shares is purchased.

Joint Book-Running Managers


Cantor		LifeSci Capital

The date of this prospectus supplement is February ●, 2026.

The underwriters, as principals, conditionally offer the common shares and pre-funded warrants, subject to prior sale, if, as and when issued by us and accepted by the underwriters in accordance with the conditions contained in the underwriting agreement referred to under “Underwriting” in this prospectus supplement.

The underwriters may also exercise their option to purchase up to an additional ● common shares from us, at the public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus supplement. If the underwriters exercise the option in full, the total proceeds, less the underwriting discounts and commissions and before expenses, to us will be US$● million. This prospectus supplement also qualifies the grant of the option to purchase additional common shares and distribution of any additional common shares issuable upon the underwriters’ exercise of the option. A purchaser who acquires common shares forming part of the underwriters’ over-allocation position acquires those securities under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the option to purchase additional common shares or secondary market purchases.


Underwriters’ position	Maximum size	Exercise period	Exercise price
Option to purchase additional common shares	● Common shares	Up to 30 days after the date of this prospectus supplement	US$● per common share

The underwriters may effect transactions that have the effect of raising or maintaining the market price of our common shares or preventing or delaying a decline in the market price of our common shares. As a result, the price of our common shares may be higher than the price that might otherwise exist in the open market. In addition, the underwriters may engage in market stabilization or market balancing activities where the bid for or purchase of our securities is for the purpose of maintaining a fair and orderly market in such securities, subject to price limitations applicable to such bids or purchases. Such transactions, if commenced, may be discontinued at any time. After the underwriters have made reasonable efforts to sell the common shares and pre-funded warrants at the offering price referred to above, the underwriters may offer the common shares and pre-funded warrants under this prospectus supplement to the public at prices lower than the public offering price referred to above. Any such reduction will not affect the proceeds received by us. See “Underwriting” in this prospectus supplement.

Neither Cantor Fitzgerald & Co. nor LifeSci Capital LLC is a registered dealer in any Canadian jurisdiction and, accordingly, neither is permitted to and neither will, directly or indirectly, advertise or solicit offers to purchase any of the common shares and pre-funded warrants offered hereby in Canada. Cantor Fitzgerald Canada Corporation and Bloom Burton Securities Inc. will solicit offers to purchase the common shares and pre-funded warrants offered hereby in Canada. See “Underwriting” in this prospectus supplement.

Certain legal matters related to this offering of common shares and pre-funded warrants are being passed upon on the Company’s behalf by Blake, Cassels & Graydon LLP with respect to Canadian legal matters and by Troutman Pepper Locke LLP with respect to United States legal matters. Stikeman Elliott LLP is representing the underwriters with respect to Canadian legal matters and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is representing the underwriters with respect to United States legal matters.

Investing in Eupraxia’s securities is speculative and involves a high degree of risk. You should carefully read the “Risk Factors” in this prospectus supplement, the shelf prospectus and the documents incorporated by reference herein and therein. Potential investors are advised to consult their own legal counsel and other professional advisors in order to assess tax, legal and other aspects of an investment in Eupraxia. An investment in securities of the Company should only be undertaken by those persons who can afford the total loss of their investment.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT


GENERAL MATTERS			S-1
EXCHANGE RATE INFORMATION			S-3
PROSPECTUS SUPPLEMENT SUMMARY			S-4
THE OFFERING			S-7
CAUTION REGARDING FORWARD-LOOKING STATEMENTS			S-9
DOCUMENTS INCORPORATED BY REFERENCE			S-18
MARKETING MATERIALS			S-20
RISK FACTORS			S-21
DESCRIPTION OF THE BUSINESS			S-29
CONSOLIDATED CAPITALIZATION			S-33
PRIOR SALES			S-34
TRADING PRICE AND VOLUME			S-36
USE OF PROCEEDS			S-38
UNDERWRITING			S-40
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			S-49
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS			S-54
ENFORCEABILITY OF CIVIL LIABILITIES			S-64
LEGAL MATTERS			S-65
EXPERTS			S-65
AUDITORS, TRANSFER AGENT AND REGISTRAR			S-65
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			S-65
WHERE YOU CAN FIND MORE INFORMATION			S-65
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS			S-66

S-i

BASE SHELF PROSPECTUS


ABOUT THIS PROSPECTUS			6
CAUTIONARY NOTE FOR UNITED STATES INVESTORS			7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			8
DOCUMENTS INCORPORATED BY REFERENCE			14
EUPRAXIA PHARMACEUTICALS INC.			17
RISK FACTORS			18
USE OF PROCEEDS			69
CONSOLIDATED CAPITALIZATION			69
PRIOR SALES			69
TRADING PRICE AND VOLUME			69
EARNINGS COVERAGE			69
DESCRIPTION OF SHARE CAPITAL			70
DESCRIPTION OF DEBT SECURITIES			72
DESCRIPTION OF WARRANTS			78
DESCRIPTION OF UNITS			81
DESCRIPTION OF SUBSCRIPTION RECEIPTS			82
SELLING SECURITYHOLDERS			85
PLAN OF DISTRIBUTION			86
CERTAIN INCOME TAX CONSIDERATIONS			89
LEGAL MATTERS			89
INTEREST OF EXPERT			89
AUDITORS, TRANSFER AGENT AND REGISTRAR			89
WHERE YOU CAN FIND MORE INFORMATION			89
AGENT FOR SERVICE OF PROCESS			90
ENFORCEABILITY OF CIVIL LIABILITIES			90

S-ii

GENERAL MATTERS

This document is composed of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and adds to and supplements information contained in the shelf prospectus and the documents incorporated by reference therein. The second part is the shelf prospectus, which gives more general information, some of which may not apply to this offering. This prospectus supplement is deemed to be incorporated by reference into the shelf prospectus solely for the purpose of this offering.

This prospectus supplement, the shelf prospectus and the documents incorporated by reference therein are part of the registration statement on Form F-10 that we have filed with the SEC. The registration statement became effective under the rules and regulations of the SEC on February 7, 2024. This prospectus supplement and the shelf prospectus do not contain all of the information set forth in the registration statement on Form F-10, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the schedules or exhibits that are part of the registration statement on Form F-10. Investors in the United States should refer to the registration statement on Form F-10 and the exhibits thereto for further information with respect to the Company and the securities.

This prospectus supplement, the shelf prospectus and the documents incorporated by reference herein and therein include market share information and industry data and forecasts obtained from independent industry publications and surveys. References in such documents to research reports, surveys or articles should not be construed as depicting the complete findings of the entire referenced report, survey or article. The information in any such report, survey or article is not incorporated by reference in this prospectus supplement, the shelf prospectus or the documents incorporated by reference herein and therein. Although we believe these sources are reliable, we have not independently verified any of the data in such reports, surveys or articles. Some data is also based on our estimates, which are derived from our review of our internal surveys, as well as independent sources. We cannot and do not provide any assurance as to the accuracy or completeness of such information. Market forecasts, in particular, are likely to be inaccurate, especially over long periods of time.

Neither we nor the underwriters or their affiliates and agents have authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement, the shelf prospectus, any amendment or supplement to this prospectus supplement or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters or their affiliates and agents take any responsibility for, or provide any assurance as to the reliability of, any other information that others may provide you. You should assume that the information appearing in this prospectus supplement is accurate only as of the date on the front cover of this prospectus supplement, regardless of the time of delivery of this prospectus supplement or any sale of our common shares or pre-funded warrants, and that information appearing in any document incorporated by reference is accurate only as of the date of such document. Our business, financial condition, results of operations or prospects may have changed since those dates. This prospectus supplement is not an offer to sell or the solicitation of an offer to buy our common shares or pre-funded warrants in any circumstances under which such offer or solicitation is unlawful. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying shelf prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in the accompanying shelf prospectus, the statement in the document having the later date modifies or supersedes the earlier statement.

In this prospectus supplement, unless the context otherwise requires, the terms “Eupraxia”, the “Company”, “we”, “us”, and “our” refer to Eupraxia Pharmaceuticals Inc. and its subsidiaries.

Unless indicated otherwise, all information in this prospectus supplement is presented without giving effect to the exercise of the option to purchase additional common shares granted to the underwriters.

S-1

Neither we nor any of the underwriters have taken any action to permit a public offering of our common shares or pre-funded warrants or the possession or distribution of this prospectus supplement in any jurisdiction where action for that purpose is required, other than the United States and certain of the provinces of Canada. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus supplement.

Unless otherwise indicated, financial information in this prospectus supplement, the shelf prospectus and the documents incorporated by reference therein has been prepared in accordance with generally accepted accounting principles in the United States. Unless otherwise noted herein, all references to “$”, “US$”, “United States dollars”, or “U.S. dollars” are to the currency of the United States, and “C$”, “Canadian dollars”, or “dollars” are to the currency of Canada.

S-2

EXCHANGE RATE INFORMATION

The following table sets forth, for each period indicated, the highest exchange rates, lowest exchange rates, average exchange rates (based on the average of the exchange rates on the last day of each month in such periods), and the exchange rates at the end of each period, for Canadian dollars expressed in terms of one U.S. dollar, based upon the daily rate of exchange as published by the Bank of Canada. The exchange rates set forth below demonstrate trends in exchange rates, but the actual exchange rates used throughout this prospectus supplement may vary.


	Year Ended December 31,		Nine Months Ended September 30,
	2025		2025		2024
	(in Canadian dollars)
Highest rate during the period		1.4603		1.4603		1.3858
Lowest rate during the period		1.3558		1.3558		1.3316
Average rate during the period⁽¹⁾		1.3978		1.3988		1.3604
Rate at end of the period		1.3706		1.3921		1.3499

(1)	The average exchange rates are calculated based on the exchange rates on the last business day of each month for the applicable period.

As of February 17, 2026, the daily rate of exchange published by the Bank of Canada was US$1.00 = C$1.3656.

S-3

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained elsewhere in this prospectus supplement. This summary does not contain all the information that you should consider before deciding to invest in our common shares and pre-funded warrants. You should read the entire prospectus supplement and the shelf prospectus, including the documents incorporated by reference herein, carefully, including “Risk Factors” in this prospectus supplement and the shelf prospectus and our financial statements and notes to those financial statements, before making an investment decision.

Overview

We are a clinical-stage biotechnology company seeking to leverage our proprietary Diffusphere^™ technology to optimize drug delivery for applications with significant unmet medical need. Each of our product candidates is designed to improve patient benefit by providing more prolonged activity than currently available treatments, combined with an improved pharmacokinetics (“PK”) and related safety profile and precisely targeted local delivery. We believe a product with this profile could offer the dual potential of providing long-lasting treatment and being well-tolerated in target and non-target tissues. Our strategy is to develop a portfolio of product candidates based on this delivery technology.

We currently have two distinct clinical development programs, one targeting eosinophilic esophagitis (“EoE”) and the second targeting chronic osteoarthritis (“OA”) pain in the knee. Both programs are broadly based upon the same active pharmaceutical ingredient (“API”), fluticasone propionate. The injectable drug is dispensed together with a “vehicle” diluent specifically designed for the target delivery modality and co-administered with the API. The same underlying API and extended-release formulation is being used in both development programs. In the future, we anticipate that therapeutic targets will be differentiated by dosing levels, vehicle and delivery methods and will be distinct product candidates. The product candidate that is being developed specifically for submucosal injections in the gastrointestinal (“GI”) tract with an initial indication of EoE is referred to as EP-104GI, and the product candidate that is being developed for intra-articular (“IA”) injections with an initial indication of knee OA is referred to as EP-104IAR. EP-104 is intended to refer to the extended-release fluticasone propionate encapsulated with the Diffusphere^™ technology, which is used in the formulation of both EP-104GI and EP-104IAR.

EoE has experienced a global increase in incidence and prevalence over the last decades, particularly in the US and Europe. Once classified as rare by the U.S. National Organization for Rare Disorders (“NORD”), a 5-fold increase in the prevalence of EoE was reported between 2009 and 2022. As a result of the rapid growth, the most accurate estimates of the incidence and prevalence of EoE are from the most recently published studies. Thel et al. reported in 2025 reported a standardized prevalence of 142.5/100 000 in the US, representing >470 000 cases in the US. These numbers were based on patient records from 2022 for patients under 65 (derived from MarketScan), and from patient records from 2017 for patients 65 years and older (derived from Medicare), and thus, given the current growth trajectory, we believe are likely an underestimate of the current EoE prevalence. Global Data Epidemiology Database estimates over 1.25 million U.S. EoE patients by 2030.

We are currently conducting a Phase 1b/2 clinical trial with EP-104GI in Canada, the Netherlands, Australia, the UK, Switzerland and New Zealand. We also received pre-Investigational New Drug (“IND”) feedback from the U.S. Food and Drug Administration (“FDA”) on December 3, 2024, to clarify IND-enabling early phase program requirements for conducting studies in the United States. We intend to continue development of EP-104GI through the ongoing clinical trial and any subsequent trials and other testing required by the FDA for submission of a New Drug Application (“NDA”) to potentially obtain commercial approval for marketing in the United States and around the world. We intend to evaluate the possibility of identifying a corporate partner to help with the development and/or commercialization of EP-104GI outside of the United States.

S-4

We have successfully completed a Phase 2b clinical trial with EP-104IAR in knee OA, and in January 2024, held a meeting with the FDA to determine the late-phase program requirements for an NDA submission and potential approval in the United States. We believe that the future success of the product candidate will be dependent on late phase development and commercialization expertise and will require significant resources. We are currently evaluating funding alternatives for the continued development of EP-104IAR, including potential partnership opportunities and intend to modulate investment levels pending the outcome of this evaluation. We intend to use our capital resources previously identified for EP-104IAR development to continue development of EP-104GI.

Throughout 2025, the Company announced interim data from the RESOLVE Phase 1b/2a clinical trial evaluating the safety and efficacy of EP-104GI for the treatment of EoE. The data to date from all cohorts suggest that EP-104GI continues to be released into the esophagus at a relatively constant rate from week 2 through month 12, and that EP-104GI will likely be provided on an annual dosing interval.

In September 2025, the Company announced additional clinical data from the ongoing RESOLVE Phase 1b/2a trial, including the first results for 12 months follow-up after treatment with EP-104GI. These results showed that two of three patients in Cohort 5 (48 mg total dose; 4 mg per site) remained in clinical remission (defined as improvement of 3 points from baseline in Straumann Dysphagia Index) for one year. The Company observed that all dose cohorts evaluated through nine months (cohorts 5 and 6) maintained what the Company believes to be clinically meaningful improvements in tissue health, similar to that observed at 3 months as measured by the EoE Histological Scoring System (“EoEHSS”).

The Company has also observed a general trend in which patients receiving higher doses of EP-104GI and exhibiting higher plasma levels appear to show greater histologic and symptomatic improvements. This trend was also observed in the four-week data from patients (cohorts 8 and 9) from patients receiving the 120 mg or 160 mg total dose (administered across 20 injection sites). Serum glucose and cortisol levels have generally been stable post-dose. Transient decreases in serum cortisol have been observed, however, there has been no indication of adrenal insufficiency through clinical signs or symptoms or via ACTH stimulation tests. Procedural AEs that arose resolved quickly without treatment. To date, no serious adverse events (“SAEs”), nor any reported cases of oropharyngeal candidiasis, have been observed in the trial.

On July 8, 2025, we announced dosing of the first patient in a Phase 2b, randomized, placebo-controlled, dose-optimization portion of the RESOLVE trial. The Phase 2b portion will enroll a minimum of 60 participants randomized in a 1:1:1 ratio to receive one of two doses of EP-104GI or placebo. After six months, eligible patients initially dosed with placebo may elect to receive EP-104GI. The study is currently enrolling patients with the first clinical dose of 120 mg (6 mg per site x 20 sites). On September 29, 2025, we announced our intention to expand the EP-104GI development program, including increasing the number of patients in the Phase 2b portion of RESOLVE from 60 to at least 120 patients. Based on the safety, tolerability and efficacy outcomes observed in cohort 9 in the Phase 1b/2a trial, a dose of 160 mg (8 mg per site x 20 sites) as the second active dose level was selected as the second active dose.

Legal and Corporate Structure

We are a Canadian company incorporated on May 12, 2011, pursuant to the Canada Business Corporations Act (Alberta), under the name “Plaza Capital Partners Inc.” On May 11, 2012, we were continued to British Columbia pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), with the name “Eupraxia Pharmaceuticals Inc.” We have six material subsidiaries, Eupraxia Pharma, Inc., Eupraxia Holdings, Inc., Eupraxia Pharmaceuticals USA, LLC, Eupraxia Pharma USA Inc. each of which is incorporated or organized, as applicable, under the laws of the state of Delaware, AMDM Holdings Inc., which is incorporated under the laws of the state of Washington, and Eupraxia Pharmaceuticals Australia Pty Ltd, which is incorporated under the laws of the state of Victoria, Australia. All of our material subsidiaries are wholly-owned, except for Eupraxia Pharma, Inc. We hold 95% of the outstanding securities of Eupraxia Pharma, Inc. and

S-5

Amanda Malone, our Chief Scientific Officer, holds the remaining 5% of the outstanding securities. Our head office is located at 201 – 2067 Cadboro Bay Road, Victoria, British Columbia, Canada V8R 5G4.

Our website address is www.eupraxiapharma.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus supplement and is not incorporated by reference herein. We have included our website address in this prospectus supplement solely for informational purposes.

Our agent for service of process in the United States is Corporation Service Company and its telephone number is (800) 927-9800.

S-6

THE OFFERING

Common shares offered

● common shares (or ● common shares if the underwriters exercise their option to purchase additional common shares in full).

Pre-funded warrants offered

We are also offering, in lieu of common shares to certain investors that so choose, pre-funded warrants to purchase up to ● common shares. The purchase price of each pre-funded warrant will equal the price per common share at which common shares are being sold to the public in this offering, minus C$0.00001, and the exercise price of each pre-funded warrant will equal C$0.00001 per common share. Each pre-funded warrant will be exercisable from the date of issuance until the date the warrant is exercised in full, subject to an ownership limitation. See “Description of Pre-Funded Warrants”.

Common shares to be outstanding immediately after this offering

● common shares (or ● common shares if the underwriters exercise their option to purchase additional common shares in full), excluding the common shares issuable upon exercise of the pre-funded warrants.

Underwriters’ option to purchase additional shares

We intend to grant the underwriters an option for a period of 30 days after the date of this prospectus supplement to purchase up to US$● of additional common shares.

Use of proceeds

We intend to use the net proceeds from this offering primarily for the continued advancement of EP-104GI for EoE, including the completion of ongoing preclinical studies, and Phase 2 clinical trials, preparations for a Phase 3 clinical trial including the related regulatory submissions, and manufacturing activities, and to undertake the necessary commercial/market development activities to prepare for the eventual product launch. We also intend to use a portion of the proceeds to accelerate and expand our plans to pursue clinical studies with EP-104GI in multiple additional GI indications, including in esophageal strictures and fibrostenotic Crohn’s disease. A portion of the proceeds will be allocated to research and development of additional pipeline candidates, business development initiatives, and general corporate purposes, which may include but are not limited to employee salaries, working capital, leases for facilities, administrative expenses, and capital expenditures. We may also use a portion of the proceeds to expand our intellectual property portfolio and strengthen our corporate infrastructure to support future growth. See “Use of Proceeds” in this prospectus supplement.

Risk factors

See “Risk Factors” in this prospectus supplement and the shelf prospectus and other information included or incorporated by reference herein or therein for a discussion of factors you should consider carefully before deciding to invest in our common shares or pre-funded warrants.

TSX and Nasdaq symbol

Our outstanding common shares are listed and posted for trading on the TSX and Nasdaq under the symbol “EPRX”. We have applied to list the common shares being distributed hereunder on the TSX and

S-7

Nasdaq. We do not intend to list the pre-funded warrants on Nasdaq, TSX or any other national securities exchange or nationally recognized trading system.

Pre-funded warrants market

There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to list the pre-funded warrants on the Nasdaq, TSX or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. See “Description of Pre-Funded Warrants”.

The number of common shares to be outstanding after the offering are computed on the basis of 50,598,331 common shares outstanding as of September 30, 2025. Unless otherwise indicated or the context otherwise requires, in this prospectus supplement, the number of common shares to be outstanding after this offering includes the common shares to be issued and sold by us under this offering, but excludes:

•

5,866,155 common shares issuable upon the exercise of stock options outstanding as of September 30, 2025, at a weighted-average exercise price of C$5.04 per common share;

•

3,949,536 common shares reserved for future issuance as of September 30, 2025 under our omnibus incentive plan;

•

8,905,638 common shares issuable on a one-to-one basis for no additional consideration upon conversion of the Series 1 Preferred Shares outstanding as of September 30, 2025;

•

8,506,577 common shares issuable upon exercise of warrants outstanding as of September 30, 2025, at a weighted-average exercise price of C$5.56 per warrant; and

•

562,500 common shares issuable upon exchange of outstanding non-voting Class B Shares of our subsidiary Eupraxia Pharma Inc. (the “Class B Shares”), in each case outstanding as of September 30, 2025.

Unless otherwise indicated, information contained in this prospectus supplement assumes or reflects:

•

no exercise of the underwriters’ option to purchase up to an additional US$● of common shares;

•

no exercise of outstanding stock options or warrants referred to above;

•

no conversion of Series 1 Preferred Shares into common shares;

•

no exchange of outstanding non-voting Class B shares for common shares; and

•

no exercise of the pre-funded warrants offered hereby.

S-8

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

We caution readers regarding forward-looking statements found in this prospectus supplement (including the documents incorporated by reference herein). This prospectus supplement, including the documents incorporated by reference herein, contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking information”). This forward-looking information is identified by the use of terms and phrases such as “may”, “might”, “will”, “likely”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “objective”, “goal”, “outlook”, “anticipate”, “believe”, “estimate”, “predict”, “project”, “forecast”, “estimate”, “potential”, “target”, “seek”, “contemplate”, “continue”, “design”, and “ongoing”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. In addition, any statements in this prospectus supplement or in the documents incorporated by reference herein that refer to expectations, intentions, projections or other characterizations of future events or circumstances, contain forward-looking information. Such forward-looking information includes, but is not limited to:

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our business strategies and objectives, including current and future plans, expectations and intentions;

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our intention to evaluate funding alternatives for the continued development of EP-104IAR, including potential partnership opportunities;

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our ability to obtain sufficient funding for our operations, including funding for research, development and commercial activities;

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our projected operating expenses and capital expenditures;

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our ability to achieve profitability;

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projected revenues, future trends, opportunities and growth in our industry and the drug development markets;

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our ability to maintain and enhance our competitive advantages and technological advantages;

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the anticipated market reaction of the target profile of EP-104GI, if approved;

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the entry into commercial partnerships and commercialization of our technology;

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our ability to enter into definitive agreements with our contract research organizations (“CROs”);

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our ability to enter into co-development and/or collaborative partnerships;

•

our clinical development programs and activities and the estimated timing thereof;

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the timing, status and results of clinical trials, including with respect to patient recruitment and data readout;

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the success of regulatory submissions, including the belief that our planned clinical trials will support future NDA submissions for EP-104GI and EP-104IAR;

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the obtaining of potential regulatory approval of our product candidates;

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the hiring of additional research and development team members;

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the potential for our technology to impact the drug delivery process;

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the development of additional intellectual property, ability to patent or otherwise protect such developed intellectual property and licenses with third parties for intellectual property;

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the ability of issued patents to provide protection for our products and technology in applicable jurisdictions;

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our ability to protect, expand upon and exploit our existing intellectual property;

S-9

•

the entry into sponsored research agreements and the benefits therefrom;

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our competitive advantages and those of our technology;

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the planned development and future success of our product candidates and results gathered from studies thereof;

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the development of products from our competitors;

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the application of regulations and standards to our product candidates, future products, if approved, and services or research and development activities;

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our retention of funds or payment of dividends;

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the translation of our technologies and expansion of our offerings into clinical applications;

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the potential benefits to patients from our platforms, if approved;

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the value of the strategic relationship to our clients and investors;

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our engagement with legal and regulatory authorities in various jurisdictions;

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our anticipated use of proceeds from this offering and our existing cash and cash equivalents and the related estimated cash runway;

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the sufficiency of our existing cash and cash equivalents to fund our future operating expenses and capital expenditure requirements;

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the issuance of common shares upon conversion of our Series 1 Preferred Shares, and upon exercise of our outstanding stock options and common share purchase warrants;

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the demand and commercial viability of our technology;

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the demand and market acceptance for product candidates we develop and for which we receive marketing authorization; and

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our expectations regarding the completion of, and use of proceeds from, this offering.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, those described in greater detail under “Risk Factors” in this prospectus supplement, the shelf prospectus and the documents incorporated by reference herein and therein, including:

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we have a history of negative operating cash flow and may continue to experience negative operating cash flow;

•

we have a limited operating history and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability;

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we will require substantial additional financing to achieve our goals and a failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development or commercialization efforts, if any of our product candidates receive marketing authorization;

•

we are substantially dependent on the success of our lead product candidates EP-104GI, which is currently being studied in an open label Phase 1b/2 clinical study, and EP-104IAR, for which we are evaluating funding alternatives for the continued development, including potential partnership opportunities. If we are unable to complete development of, obtain approval for and commercialize EP-104GI or EP-104IAR, alone or through a potential partnership, in a timely manner, our business will be harmed;

S-10

•

if we breach any of the agreements under which we license rights to our product candidates or technology from third parties, we could lose license rights that are important to our business. Our current license agreement may not provide an adequate remedy for its breach by the licensor;

•

adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations;

•

clinical trials are expensive, time consuming and difficult to design and implement and may fail to demonstrate adequate safety and efficacy of our product candidates to the satisfaction of FDA or comparable foreign regulatory authorities;

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our lead product candidates may not be successful for their intended use;

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our current and future product candidates will require regulatory approval, which is costly, and we may not be able to obtain it and we may fail to obtain regulatory approvals or only obtain approvals for limited uses or indications;

•

the clinical trials of our product candidates may not demonstrate safety and efficacy to the satisfaction of the FDA, European Medicine Agency (“EMA”), Health Canada, or other comparable foreign regulatory authorities or otherwise produce positive results;

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we completely rely on third parties to provide supplies and inputs required for our product candidates and, if these third parties fail to fulfill their contractual obligations, we may be unable to pursue further development of our product candidates and our business could be substantially harmed;

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we rely on CROs to provide clinical and non-clinical research services; if such CROs do not successfully carry out their contractual duties including to comply with applicable laws and regulations or meet expected deadlines, our business could be substantially harmed;

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the manufacture of drugs is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party manufacturers encounter such difficulties, our ability to provide adequate supply of our product candidates for clinical trials or our products for patients, if approved, could be delayed or prevented;

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our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor or other third party will discover them or that our trade secrets will be misappropriated or disclosed;

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the outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and the results of our preclinical testing and clinical trials may not satisfy the requirements of the FDA, EMA, Health Canada, or other comparable foreign regulatory authorities. Terminating the development of any of our product candidates could materially harm our business and the market price of our common shares;

•

interim, initial, “top-line”, and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data;

•

any negative safety outcomes observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indications, which could seriously harm our business;

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significant adverse events, toxicities or other undesirable adverse events observed with our current or future product candidates when used alone or in combination with other products may result in a safety profile that could inhibit regulatory approval, prevent market acceptance and limit their commercial potential, if approved, or result in significant negative consequences;

S-11

•

where appropriate and applicable, we may seek approval from the FDA or comparable foreign regulatory authorities through the use of expedited approval pathways, such as Fast Track designation or Breakthrough Therapy designation. Even if we receive a designation that would allow for expedited review, we can provide no assurance that we will be able to obtain FDA or other regulatory approval sooner or at all;

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if we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our drug candidates, if approved, we may be unable to generate any product revenue;

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we have a novel technology with uncertain market acceptance if any of our product candidates are approved;

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if we experience delays or difficulties in the enrollment and/or maintenance of patients in clinical trials, our clinical development activities could be delayed or otherwise adversely affected;

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clinical drug development is a lengthy, expensive, and inherently uncertain process, and we may experience delays in completing, or ultimately be unable to successfully complete the clinical trials needed for regulatory approval;

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the FDA, EMA, Health Canada, and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction;

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obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions;

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if the market opportunity for any product candidate that we or our strategic partners develop is smaller than we believe, our revenue may be adversely affected, and our business may suffer;

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even if our product candidates receive regulatory approval, we will be subject to significant post marketing regulatory requirements and oversight;

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FDA’s and other regulatory authorities’ policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates;

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the FDA and other regulatory agencies actively enforce the laws and regulations prohibiting promotion that is not consistent with product labeling and failure to comply with these laws and other laws relating to promotion could subject us to enforcement action;

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if the current U.S. presidential administration and leadership at the Department of Health and Human Services successfully ban direct-to-consumer (“DTC”) advertising of prescription drugs or the interim further restrictions on DTC advertising recently announced are implemented, our inability to promote or effectively promote to consumers may hinder our commercialization efforts;

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disruptions at the FDA and other government agencies caused by actions taken by the current U.S. presidential administration or through legislative or judicial action, reductions in force, government shutdowns, funding shortages or global health concerns could hinder their ability to hire and retain key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our business;

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we rely on key personnel;

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we may not be able to successfully execute our business strategy;

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we are in a highly competitive industry which is continuously evolving with technological changes;

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our future success will depend on our ability to continually enhance and develop our product candidates;

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we may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success;

S-12

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changes in methods of product candidate manufacturing or formulation may result in additional costs or delay;

•

if we are unable to differentiate EP-104 from existing therapies, or if the FDA or other applicable regulatory authorities approve additional, and potentially less costly, therapies that compete with EP-104, our ability to successfully commercialize EP-104GI or EP-104IAR, if approved, would be adversely affected;

•

there is uncertainty regarding U.S. tariffs and support for existing treaty and trade relationships, including with Canada, and implementation of new legislative or regulatory policies by the U.S. government could impose additional costs on the Company, result in delayed timelines, or otherwise negatively impact the Company, which could have a material adverse impact on the Company’s business;

•

a variety of risks associated with potential international business relationships could materially adversely affect our business;

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collaboration arrangements we may enter into in the future may not be successful;

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provisions of any future debt instruments may restrict our ability to pursue our business strategies;

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we may acquire businesses or products, or form strategic alliances in the future, and we may not realize the benefits of such acquisitions or alliances;

•

we are subject to evolving global laws and regulations relating to privacy, data protection and information security, which may require us to incur substantial compliance costs, and any failure or perceived failure by us to comply with such laws and regulations may harm our business and operations;

•

our business and operations could suffer in the event of an actual or perceived information security incident such as a cybersecurity breach, system failure, or other compromise of our systems or those of a third-party or other contractor or vendor;

•

we may fail to manage our growth successfully which may adversely impact our operating results;

•

guidelines and recommendations published by various organizations can reduce the use of products that we may commercialize;

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we use hazardous chemicals and biological materials in our business. Any claims relating to improper handling, storage or disposal of these materials could be time consuming and costly;

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if product liability lawsuits are brought against us, then we may incur substantial liabilities and may be required to limit commercialization of EP-104, if approved for any indication, and any other future products;

•

our employees, independent contractors, principal investigators, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading, which could significantly harm our business;

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we may be subject to securities litigation, which is expensive and could divert management attention;

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our directors and executive officers may be affiliated with other biotech companies and may have conflicts of interest;

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our business may be affected by macroeconomic conditions;

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our business may be affected by global geopolitical risks;

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we may be responsible for corruption and anti-bribery law violations;

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we are subject to foreign exchange risks;

S-13

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we are subject to taxation risks and changing rules by different tax authorities;

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we are subject to a number of risks and hazards and may not be sufficiently insured for all of them;

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we devote significant resources to regulatory compliance as a public entity;

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if we are unable to develop and maintain effective disclosure controls and procedures and internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and may adversely affect our business, financial condition and results of operations;

•

our success depends on our ability to protect our intellectual property and our proprietary technologies;

•

if the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected;

•

intellectual property rights do not necessarily address all potential threats to our competitive advantage;

•

our patent rights may prove to be an inadequate barrier to competition;

•

our commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third parties. Claims by third parties that we infringe their proprietary rights may result in liability for damages or prevent or delay our developmental and commercialization efforts;

•

we may not be successful in obtaining or maintaining necessary rights to our product candidates through acquisitions and in-licenses;

•

we may be involved in lawsuits to protect or enforce our patents or our future licensors’ patents, which could be expensive, time consuming, and unsuccessful. Further, our issued patents or our current or future licensors’ patents could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad;

•

intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common shares to decline;

•

derivation proceedings may be necessary to determine priority of inventions, and an unfavorable outcome may require us to cease using the related technology or to attempt to license rights from the prevailing party;

•

we may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market our products and product candidates;

•

changes in U.S. patent law, or laws in other countries, or their interpretation could diminish the value of patents in general, thereby impairing our ability to protect our product candidates;

•

we may be subject to claims challenging the inventorship or ownership of our patents, the patents we license, and other intellectual property;

•

patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time;

•

we may not be able to protect or enforce our intellectual property rights throughout the world;

•

obtaining and maintaining our patent protection depends on compliance with various procedural, documentary submission, fee payment and other requirements imposed by regulations and governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements;

S-14

•

if our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected;

•

if we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected, harming our business and competitive position;

•

we may be subject to claims that we or our employees, independent contractors, or consultants have wrongfully used or disclosed alleged confidential information or trade secrets;

•

we may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees, independent contractors, or consultants have wrongfully used or disclosed alleged confidential information or trade secrets of their former employers;

•

our rights to develop and commercialize our technology and product candidates may be subject, in part, to the terms and conditions of any future licenses granted to us by others;

•

if we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business relationships with our future licensors, we could lose license rights that are important to our business;

•

the patent protection and patent prosecution for some of our product candidates may be dependent on third parties;

•

coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, if approved, which could make it difficult for us to sell any product candidates or therapies, if approved, profitably;

•

our relationships with healthcare providers and physicians and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings;

•

our employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs, suppliers and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements;

•

our research and development activities could be affected or delayed as a result of possible restrictions on animal testing;

•

ongoing healthcare legislative and regulatory reform measures may have a material adverse effect on our business and results of operations;

•

there is no public market for pre-funded warrants being offered in this offering, and we do not expect a market to develop;

•

the market price of the common shares may be volatile;

•

we will have broad discretion over the use of proceeds from this offering, and we may not use the proceeds in the desired manner;

•

new investors in our common shares and pre-funded warrants will experience immediate and substantial dilution after this offering;

•

investors may lose their entire investment;

•

we have no history of dividends;

•

our existing executive officers and directors own a significant percentage of common shares and may have a significant impact over matters submitted to our shareholders for approval;

•

future sales of common shares by our existing shareholders could cause our share price to decline;

•

we will need to raise additional financing in the future which may dilute our share capital;

S-15

•

if securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our common shares, the trading price or trading volume of our common shares could decline;

•

the outstanding Series 1 Preferred Shares, and any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common shares, which could depress the price of our common shares;

•

our constating documents permit us to issue an unlimited number of common shares without additional shareholder approval;

•

raising additional capital may cause dilution to our shareholders, including purchasers of common shares in this offering, restrict our operations or require us to relinquish rights to our technologies or product candidates;

•

we have stock options, warrants, Series 1 Preferred Shares convertible into common shares, and shares of a subsidiary exchangeable for common shares outstanding, which in each case, if exercised, converted or exchanged, respectively, could cause dilution to existing shareholders;

•

our common shares may have limited liquidity;

•

we cannot assure you that an active market will develop for common shares on Nasdaq;

•

U.S. investors may not be able to obtain enforcement of civil liabilities against us;

•

as a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our U.S. shareholders;

•

we may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us;

•

U.S. holders of our shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company; and

•

if a U.S. holder is treated as owning at least 10% of our common shares, such U.S. holder may be subject to adverse U.S. federal income tax consequences.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information, including but not limited to the factors in the “Risks Factors” section of this prospectus supplement and the shelf prospectus and the documents incorporated by reference herein and therein. Our Risk Factors are not guarantees that no such conditions exist as of the date of this prospectus supplement and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management. Although the forward-looking information contained in this prospectus supplement and in the documents incorporated by reference herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus supplement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

S-16

Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond our control. All forward-looking statements included in this prospectus supplement and the shelf prospectus, and the documents incorporated herein and therein by reference are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this prospectus supplement, or the documents incorporated by reference herein are made as at the date hereof or thereof and we undertake no obligation to update publicly or to revise any of the forward-looking statements, whether because of new information, future events, or otherwise, except as may be required by applicable securities laws.

S-17

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this prospectus supplement and the shelf prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada.

Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the Company, at Suite 201, 2067 Cadboro Bay Road, Victoria, BC, V8R 5G4, Canada (Telephone (250) 590-3968) or by accessing the disclosure documents through the Internet on the Canadian System for Electronic Data Analysis and Retrieval + (“SEDAR+”) at www.sedarplus.ca or the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) at www.sec.gov/edgar.

The following documents, filed with the securities commissions or similar regulatory authorities in certain provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this prospectus supplement:

•

the annual information form of the Company dated March 20, 2025 for the year ended December 31, 2024 (the “Annual Information Form”);

•

the audited consolidated financial statements of the Company for the years ended December 31, 2024 and 2023, together with the notes thereto and the report of the independent registered public accounting firm thereon;

•

the management’s discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2024;

•

the unaudited interim consolidated financial statements of the Company for the three and nine months ended September 30, 2025;

•

management’s discussion and analysis of financial condition and results of operations of the Company for the three and nine months ended September 30, 2025 (the “Interim MD&A”);

•

the management information circular dated April 25, 2025, distributed in connection with the annual general and special meeting of shareholders held on June 2, 2025;

•

the material change report dated February 20, 2025, regarding the appointment of Alex Rothwell as Chief Financial Officer; and

•

the material change report dated September 25, 2025, regarding the closing of the Company’s brokered public offering for gross proceeds of approximately US$80.5 million.

Any documents of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus required to be incorporated by reference into a short form prospectus, including any annual information forms, all material change reports (excluding confidential reports, if any), all annual and interim financial statements and management’s discussion and analysis relating thereto, or information circulars or amendments thereto filed by the Company with any securities commissions or similar regulatory authority in any province or territory of Canada subsequent to the date of this prospectus supplement and prior to the expiry of this prospectus supplement, or the completion of the issuance of common shares or pre-funded warrants pursuant hereto, will be deemed to be incorporated by reference in this prospectus supplement and will automatically update and supersede information contained or incorporated by reference in this prospectus supplement. In addition, to the extent that any document or information incorporated by reference into this prospectus supplement and the shelf prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished to the SEC by the Company after the date of this prospectus supplement, such document or information shall be deemed to be incorporated by reference as an exhibit to the registration statement on Form F-10 of which this prospectus supplement forms a part. The Company may also incorporate by reference into this prospectus supplement or the registration statement on Form F-10 of which it forms a part, other information filed with or furnished to the SEC under the U.S. Exchange

S-18

Act of 1934, as amended (the “U.S. Exchange Act”), provided that information included in any report on Form 6-K or Form 8-K shall be so deemed to be incorporated by reference only if and to the extent expressly provided in such Form 6-K or Form 8-K.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this prospectus supplement and the shelf prospectus, and the documents incorporated or deemed to be incorporated by reference herein and therein.

Any statement contained in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

Any template version of any “marketing materials” (as such term is defined in National Instrument 44-101 - Short Form Prospectus Distributions) filed after the date of this prospectus supplement and before the termination of the distribution of the common shares and pre-funded warrants offered pursuant to this prospectus supplement (together with the shelf prospectus) is deemed to be incorporated by reference in this prospectus supplement.

Upon a new annual information form and annual consolidated financial statements being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities in Canada during the period that this prospectus supplement is effective, the previous annual information form, the previous annual consolidated financial statements and all interim consolidated financial statements and in each case the accompanying management’s discussion and analysis of financial condition and results of operations, and material change reports, as applicable, filed prior to the commencement of the financial year of the Company in which such annual information form is filed shall be deemed to no longer be incorporated into this prospectus supplement for purpose of future offers and sales of securities under this prospectus supplement. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations being filed by the Company with the applicable Canadian securities commissions or similar regulatory authorities during the period that this prospectus supplement is effective, all interim consolidated financial statements and the accompanying management’s discussion and analysis of financial condition and results of operations filed prior to such new interim consolidated financial statements and management’s discussion and analysis of financial condition and results of operations, as applicable, shall be deemed to no longer be incorporated into this prospectus supplement for purposes of future offers and sales of Securities under this prospectus supplement.

References to our website in any documents that are incorporated by reference into this prospectus supplement do not incorporate by reference the information on such website into this prospectus supplement, and we disclaim any such incorporation by reference.

S-19

MARKETING MATERIALS

Before filing the prospectus supplement in respect of this offering, we and the underwriters held road shows from February 12, 2026 to February 18, 2026, to which potential investors in the United States and in each of the provinces of Canada, except Quebec, were able to attend. We and the underwriters provided marketing materials to those potential investors in connection with those meetings, relying on an exemption under applicable Canadian securities legislation that allows issuers in certain U.S. cross-border offerings not to file marketing materials relating to those road show meetings on the SEDAR+ website (www.sedarplus.ca) or include or incorporate them by reference in the final prospectus supplement.

In order to rely on this exemption, we and the underwriters are required to give Canadian investors certain contractual rights in the event that the marketing materials described above contain a misrepresentation. Accordingly, we and the underwriters have agreed that, in the event that the marketing materials contain a misrepresentation (as defined in applicable Canadian securities laws), a purchaser resident in each of the provinces of Canada, except Quebec, who was provided with those marketing materials in connection with the road shows and who purchased the securities offered under this prospectus supplement during the period of distribution shall have, with respect to the misrepresentation and without regard to whether the purchaser relied on it, equivalent rights against us and the underwriters as the rights provided under the securities laws of the jurisdiction of Canada in which that purchaser resides, subject to the defenses, limitations and other terms of such securities laws, as if the misrepresentation was contained in this prospectus supplement.

However, this contractual right does not apply (i) to the extent that the contents of the marketing materials relating to the road shows have been modified or superseded by a statement in this prospectus supplement, and (ii) to any “comparables” as such term is defined in National Instrument 41-101 – General Prospectus Requirements in the marketing materials provided in accordance with applicable securities legislation.

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RISK FACTORS

Before making an investment decision, prospective purchasers of common shares and pre-funded warrants should carefully consider the information described in this prospectus supplement, the shelf prospectus and the documents incorporated by reference herein and therein. Some of the risk factors described herein, in the shelf prospectus and in the documents incorporated by reference herein and therein, are interrelated and, consequently, investors should treat such risk factors as a whole. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations and cash flows, and your investment in common shares and pre-funded warrants could be materially adversely affected. Additional risks and uncertainties of which we currently are unaware or that are unknown or that we currently deem to be immaterial could have a material adverse effect on our current and projected business operations and our financial condition and results of operations. Our Risk Factors are not guarantees that no such conditions exist as of the date of this prospectus supplement and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. We cannot assure you that we will successfully address any or all of these risks. For additional information in respect of the risks affecting our business, see the section “Risk Factors” of our Annual Information Form, which is incorporated herein by reference and is available under our profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar.

Risks Relating to this Offering

There is no public market for pre-funded warrants being offered in this offering, and we do not expect a market to develop.

We do not intend to list the pre-funded warrants on Nasdaq, TSX or any other national securities exchange or nationally recognized trading system. Investors may be unable to sell the pre-funded warrants at the prices desired or at all. There can be no assurance that a liquid market will develop or be maintained for the pre-funded warrants, or that an investor will be able to sell any of the pre-funded warrants at a particular time, if at all. The liquidity of the trading market in the pre-funded warrants and the sale of price, if any, for the pre-funded warrants, may be adversely affected by, among other things: changes in the overall market for the pre-funded warrants; changes in the Company’s financial performance or prospects; changes or perceived changes in the Company’s creditworthiness; the prospect for companies in the industry generally; the number of holders of the pre-funded warrants; and the interest of securities dealers in making a market for the pre-funded warrants.

We will not receive a significant amount or may not receive any additional funds upon the exercise of the pre-funded warrants.

The pre-funded warrants are exercisable for C$0.00001 per common share underlying such pre-funded warrants or it may be exercised by way of a cashless exercise, meaning that the holders may not pay a cash purchase price upon exercise, but instead would receive upon such exercise the net number of our common shares determined according to the formula set forth in the pre-funded warrants. Accordingly, we will not receive a significant amount or may not receive any additional funds upon the exercise of the pre-funded warrants.

The holders of the pre-funded warrants purchased in this offering will have no rights as holders of our common shares with respect to the common shares underlying such pre-funded warrants until such holders exercise the pre-funded warrants and acquire our common shares.

Until a holder of our pre-funded warrants acquires our common shares upon exercise of the pre-funded warrants, such holder of the pre-funded warrants will have no rights with respect to the common shares underlying such pre-funded warrants including with respect to dividends and voting rights. Upon exercise of the pre-funded warrants, such holder will be entitled to exercise the rights of a holder of our common shares with respect to the common shares underlying such pre-funded warrants only as to matters for which the record date occurs after the exercise date.

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Significant holders or beneficial holders of our common shares may not be permitted to exercise the pre-funded warrants that they hold.

A holder of the pre-funded warrants will not be entitled to exercise any portion of such pre-funded warrants which, upon giving effect to such exercise, would cause (i) the aggregate number of our common shares beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or 9.99%) of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Such percentage may be increased or decreased by the holder of the pre-funded warrants to any other percentage not in excess of 19.99% upon at least 61 days’ prior notice from the holder to us.

As a result, you may not be able to exercise your pre-funded warrants for our common shares at a time when it would be financially beneficial for you to do so. In such circumstance you should seek to sell your pre-funded warrants to realize value, but you may be unable to do so in the absence of an established trading market for the pre-funded warrants.

The market price of the common shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond our control.

The market price of the common shares may fluctuate due to a variety of factors relative to our business, including the following:

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announcements by us or our competitors of new products, product candidates or new uses for existing products, significant contracts, commercial relationships or capital commitments and the timing of these introductions or announcements;

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actions by any of our collaborators regarding our product candidates they are developing, including announcements regarding clinical or regulatory decisions or developments of our collaboration;

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unanticipated serious safety concerns related to the use of any of our product candidates and any products for which we receive marketing authorization;

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negative or inconclusive results from preclinical testing or clinical trials of our product candidates, leading to a decision or requirement to conduct additional preclinical testing or clinical trials or resulting in a decision to terminate the continued development of a product candidate;

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delays of clinical trials of our product candidates;

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failure to obtain or delays in obtaining or maintaining product approvals or clearances from regulatory authorities;

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adverse regulatory or reimbursement announcements;

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announcements by us or our competitors of significant acquisitions, strategic collaborations, licenses, joint ventures or capital commitments;

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the results of our efforts to discover or develop additional product candidates;

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our dependence on third parties, including our collaborators, CROs, clinical trial sponsors and clinical investigators;

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regulatory or legal developments in Canada, the United States or other countries;

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developments or disputes concerning patent applications, issued patents or other proprietary rights;

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the recruitment or departure of key personnel;

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the level of expenses related to any of our product candidates or clinical development programs;

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actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

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actual or anticipated quarterly variations in our financial results or those of our competitors;

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sales of common shares by us, our insiders or our shareholders in the future, as well as the overall trading volume of the common shares;

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changes in the structure of healthcare payment systems;

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commencement of, or our involvement in, litigation;

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general economic, industry and market conditions;

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market conditions in the pharmaceutical and biotechnology sectors and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies; and

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the other factors described in the section “Risk Factors” of our Annual Information Form.

The effect of these and other factors on the market price of the common shares on the TSX, Nasdaq, or any other exchange that we list securities on in the future, cannot be predicted. There can be no assurance that the market price of the common shares will not experience significant fluctuations in the future, including fluctuations that are unrelated to our performance.

Our management will have broad discretion over the use of proceeds from this offering, and we may not use the proceeds in the desired manner.

Our management will have discretion concerning the use of the proceeds from this offering, as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds. Our management may use the net proceeds other than as described under the heading “Use of Proceeds” if they believe it would be in our best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, our results of operations may suffer.

New investors in our common shares and pre-funded warrants will experience immediate and substantial dilution after this offering.

Since the public offering price for our common shares and pre-funded warrants in this offering is substantially higher than the net tangible book value per common share outstanding prior to this offering, you will suffer immediate and substantial dilution in the net tangible book value of the common shares and pre-funded warrants you purchase in this offering. If the underwriters exercise their option to purchase additional common shares, you will experience additional dilution.

The issuance of additional common shares could be dilutive to shareholders if they do not invest in future offerings. In addition, we have a significant number of outstanding stock options, outstanding warrants that are exercisable for common shares, and Series 1 Preferred Shares that are convertible into common shares to purchase our common shares. If these securities are exercised or converted, as applicable, you may incur further dilution. Moreover, to the extent that we issue additional options to purchase, or securities convertible into or exchangeable for, common shares in the future and those options or other securities are exercised, converted or exchanged, shareholders may experience further dilution.

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Investors may lose their entire investment.

An investment in the common shares or pre-funded warrants is speculative and may result in the loss of an investor’s entire investment in us. Only investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in us.

We have no history of dividends.

To date, we have not paid any dividends on the outstanding common shares. We currently intend to retain future earnings to finance the operation, development and expansion of our business. We do not anticipate paying cash dividends on the common shares in the foreseeable future. Any decision to pay dividends on our shares will be made at the discretion of our board of directors and will depend on our earnings, financial requirements and other conditions existing at such time, including potential restrictions on paying dividends pursuant to any effective credit agreements.

Our existing executive officers and directors own a significant percentage of common shares and may have a significant impact over matters submitted to our shareholders for approval.

Our executive officers and directors own approximately 11.01% of the issued common shares as of December 31, 2025. As a result, these shareholders, if they acted together, could significantly impact all matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions. The interests of these shareholders may not always coincide with our interests or the interests of other shareholders. This may also prevent or discourage unsolicited acquisition proposals or offers for the common shares that other shareholders may feel are in their best interest.

Future sales of common shares by our existing shareholders could cause our share price to decline.

Subject to compliance with applicable securities laws, our officers, directors and significant shareholders may sell some or all of their common shares in the future. No prediction can be made as to the effect, if any, such future sales of common shares will have on the market price of the common shares prevailing from time to time. However, the future sale of a substantial number of common shares by our officers, directors and significant shareholders or the perception that such sales could occur, could adversely affect prevailing market prices for the common shares.

We will need to raise additional financing in the future which may dilute our share capital.

Our notice of articles and articles (the “Articles”) permit the issuance of an unlimited number of common shares. Future issuances of common shares will result in dilution to the existing shareholders. Additionally, future sales of the common shares into the public market may lower the market price that may result in losses to our shareholders. We may, from time to time, issue stock options to purchase additional common shares in accordance with the policies of the TSX and Nasdaq. Most of these common shares, including the common shares to be issued upon exercise of options, are freely tradable or will be freely tradeable after a four-month restriction period. Sales of substantial amounts of the common shares into the public market, or even the perception by the market that such sales may occur, may lower the market price of common shares.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our common shares, the trading price or trading volume of our common shares could decline.

The trading market for common shares will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If one or more securities analysts initiate research with an unfavorable rating or downgrade our common shares, provide a more favorable

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recommendation about our competitors or publish inaccurate or unfavorable research about our business, our common shares price would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which in turn could cause the price and trading volume of our common shares to decline.

The outstanding Series 1 Preferred Shares, and any issuance of preferred shares could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common shares, which could depress the price of our common shares.

Our board of directors has the authority to issue preferred shares and to determine the preferences, limitations and relative rights of preferred shares and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. The Company currently has 8,905,638 Series 1 Preferred Shares issued and outstanding, and may issue additional preferred shares in the future. Our preferred shares may be issued with liquidation, dividend and other rights superior to the rights of our common shares. The potential issuance of preferred shares may delay or prevent a change in control, discourage bids for our common shares at a premium over the market price and adversely affect the market price and other rights of the holders of our common shares.

Our constating documents permit us to issue an unlimited number of common shares without additional shareholder approval.

Our Articles permit us to issue an unlimited number of common shares. We anticipate that we will, from time to time, issue additional common shares in the future. Subject to the requirements of the TSX and Nasdaq, we will not be required to obtain the approval of shareholders for the issuance of additional common shares. Any further issuances of common shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings.

Raising additional capital may cause dilution to our shareholders, including purchasers of common shares in this offering, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through equity offerings, debt financings, or other capital sources, including potential collaborations, licenses and other similar arrangements. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common shareholder. We are authorized to issue an unlimited number of common shares. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Such restrictions could adversely impact our ability to conduct our operations and execute our business plan.

If we raise additional funds through future collaborations, licenses and other similar arrangements, we may be required to relinquish valuable rights to our future revenue streams, product candidates, research programs, intellectual property or proprietary technology, or grant licenses on terms that may not be favorable to us and/or that may reduce the value of our common shares. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed or on terms acceptable to us, we would be required to delay, limit, reduce or terminate our product development or future commercialization efforts, or grant rights to develop and market product candidates that we might otherwise prefer to develop and market ourselves, or on less favorable terms than we would otherwise choose.

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We have warrants, Series 1 Preferred Shares convertible into common shares, and shares of a subsidiary exchangeable for common shares outstanding, which in each case, if exercised, converted or exchanged, respectively, could cause dilution to existing shareholders.

In addition, we have outstanding stock options representing a right to receive common shares upon vesting and the exercise of the stock options, outstanding warrants that are exercisable for common shares, and Series 1 Preferred Shares that are convertible into common shares. Pursuant to the terms of our amended and restated stock option plan, the number of common shares we may grant under such plan will automatically increase upon the closing of this offering such that the aggregate number of common shares that may be reserved for issuance under the stock option plan equals 18.5% of our outstanding common shares. Furthermore, Eupraxia Pharma Inc., our subsidiary, has non-voting Class B shares outstanding that are exchangeable into common shares at any time at the election of the holder. The exercise of stock options and warrants, the conversion of Series 1 Preferred Shares into common shares, and the exchange of such Class B shares and the subsequent resale of such common shares in the public market, could adversely affect the prevailing market price of the common shares and our ability to raise equity capital in the future at a time and price which we deem appropriate. We may also enter into commitments in the future which would require the issuance of additional common shares and we are expected to grant additional stock options. Any common shares issuances from our treasury will result in immediate dilution to existing shareholders’ percentage interest in us.

Our common shares may have limited liquidity.

Our shareholders may be unable to sell significant quantities of common shares into the public trading markets without a significant reduction in the price of their common shares, or at all. There can be no assurance that there will be sufficient liquidity of the common shares on the trading market, and that we will continue to meet the listing requirements of the TSX, maintain a listing on Nasdaq, or achieve or maintain a listing on any other securities exchange.

We cannot assure you that an active market will develop for common shares on Nasdaq.

Our common shares are listed on the TSX under the symbol “EPRX”, and were approved for listing on Nasdaq on April 5, 2024, under the symbol “EPRX”. Prior to this listing, there had been no prior public trading market for the common shares on Nasdaq. We cannot assure you that our listing of the common shares on Nasdaq will be maintained, or that an active trading market for the common shares will develop on Nasdaq or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell the common shares when desired or the prices that you may obtain for your shares.

U.S. investors may not be able to obtain enforcement of civil liabilities against us.

The enforcement by investors of civil liabilities under the U.S. federal or state securities laws may be affected adversely by the fact that we are governed by the Business Corporations Act (British Columbia), that the majority of our officers and directors are residents of Canada or otherwise reside outside the United States, and that all, or a substantial portion of their assets and a substantial portion of our assets, are located outside the United States. It may not be possible for investors to effect service of process within the United States on certain of our directors and officers or enforce judgments obtained in the United States courts against us or certain of our directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States.

There is some doubt as to whether a judgment of a U.S. court based solely upon the civil liability provisions of U.S. federal or state securities laws would be enforceable in Canada against us or our directors and officers. There is also doubt as to whether an original action could be brought in Canada against us or our directors and officers to enforce liabilities based solely upon U.S. federal or state securities laws.

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As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which may limit the information publicly available to our U.S. shareholders.

We are a foreign private issuer under applicable U.S. federal securities laws and, therefore, we are not required to comply with all the periodic disclosure and current reporting requirements of the U.S. Exchange Act, and related rules and regulations, applicable to U.S. domestic issuers. We do not file all of the same reports that a U.S. domestic issuer would file with the SEC, although we are required to file with or furnish to the SEC the continuous disclosure documents that we are required to file in Canada under Canadian securities laws. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell common shares as the reporting periods under the corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer, we are exempt from the proxy rules under the U.S. Exchange Act.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

In order to maintain our current status as a foreign private issuer, a majority of our common shares must be either directly or indirectly owned by non-residents of the United States unless we also satisfy one of the additional requirements necessary to preserve this status. We may in the future lose our foreign private issuer status if a majority of the common shares are held in the United States and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs we incur as a Canadian foreign private issuer eligible to use the MJDS. If we are not a foreign private issuer, we would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may lose the ability to rely upon exemptions from Nasdaq corporate governance requirements that are available to foreign private issuers.

U.S. holders of our shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

We may be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes, in which case U.S. holders would be subject to a special, generally adverse tax regime. Generally, for any taxable year in which 75% or more of our gross income is passive income, or at least 50% of the value of our assets (as determined under applicable U.S. Treasury Regulations, which may be determined in part by the market value of our shares, which is subject to change) are held for the production of, or produce, passive income, we would be characterized as a PFIC for U.S. federal income tax purposes. We will be treated as owning the proportionate share of the assets and earning the proportionate share of the income of any other corporation, the equity of which we own, directly or indirectly, 25% or more (by value). We have not completed a formal assessment of our status as a PFIC for 2025 or for the current taxable year; however, based on our gross income and gross assets, we believe that we were a PFIC for the taxable year ending December 31, 2025, and may be a PFIC for subsequent taxable years. Our status as a PFIC is a fact-intensive determination, and we cannot provide any assurance regarding our PFIC status for the current taxable year or future taxable years.

If we are a PFIC for any year, U.S. holders of our shares may suffer adverse tax consequences. If we are a PFIC in any year with respect to which a U.S. holder owns our shares, we will continue to be treated as a PFIC with respect to such U.S. holder in all succeeding years during which the U.S. holder owns our shares, whether or not we remain a PFIC unless such U.S. holder makes a qualified electing fund or mark-to-market election. Gains realized by non-corporate U.S. holders on the sale of our shares would be taxed as ordinary income, rather than as capital gain, and the preferential tax rate applicable to dividends received on our common shares would be lost. Interest charges would also be added to taxes on gains and dividends realized by all U.S. holders. U.S.

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holders should consult their own tax advisors with respect to their particular circumstances. In order to make either a qualified electing fund or mark-to-market election certain requirements must be met. We cannot provide any assurances that these requirements will be met in order for U.S. holders to be able to make a qualified electing fund or mark-to-market election. U.S. holders should consult their tax advisors regarding the potential application of these rules to their investment in our common shares.

The PFIC rules, including the rules governing any elections that may potentially be made by a U.S. Holder, are extremely complex. Each U.S. holder should consult its own tax advisor regarding our potential PFIC status and how the PFIC rules (including elections that may be available thereunder) would affect the U.S. federal income tax consequences of the acquisition, ownership and disposition of our common shares.

If a U.S. holder is treated as owning at least 10% of our common shares, such U.S. holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. holder is treated as owning, directly, indirectly or constructively, at least 10% of the value or voting power of our common shares, such U.S. holder may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group, if any. Generally, a non-U.S. corporation is deemed as a controlled foreign corporation if more than 50% of its stock (by voting power or value) is owned (directly, indirectly or constructively) by U.S. shareholders. We will generally be classified as a controlled foreign corporation if more than 50% of our outstanding shares, measured by reference to voting power or value, are owned (directly, indirectly or by attribution) by U.S. shareholders. In addition, since our group includes one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as controlled foreign corporations, regardless of whether we are treated as a controlled foreign corporation. If we or any of our non-U.S. subsidiaries are treated as controlled foreign corporations, a U.S. shareholder would be required to annually report and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income” and investments in U.S. property by the controlled foreign corporation, regardless of whether we make any distributions, and generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. shareholder of a U.S. corporation. In addition, failure to comply with certain reporting obligations may subject a U.S. shareholder to monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist our investors in determining whether any of our non-U.S. subsidiaries are treated as a controlled foreign corporation or whether such investor is treated as a U.S. shareholder with respect to any of such controlled foreign corporations. Further, we cannot provide any assurances that we will furnish to any U.S. shareholder information that may be necessary to comply with the reporting and tax paying obligations described in this risk factor. U.S. holders should consult their tax advisors regarding the potential application of these rules to their investment in our common shares.

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DESCRIPTION OF THE BUSINESS

Overview of the Company

We are a clinical-stage biotechnology company seeking to leverage our proprietary Diffusphere^™ technology to optimize drug delivery for applications with significant unmet medical need. Each of our product candidates is designed to improve patient benefit by providing more prolonged activity than currently available treatments, combined with an improved PK and related safety profile and precisely targeted local delivery. We believe a product with this profile could offer the dual potential of providing long-lasting treatment and being well-tolerated in target and non-target tissues. Our strategy is to develop a portfolio of product candidates based on this delivery technology.

We currently have two distinct clinical development programs, one targeting EoE and the second targeting chronic OA pain in the knee. Both programs are broadly based upon the same API, fluticasone propionate. The injectable drug is dispensed together with a “vehicle” diluent specifically designed for the target delivery modality and co-administered with the API. The same underlying API and extended-release formulation is being used in both development programs. In the future, we anticipate that therapeutic targets will be differentiated by dosing levels, vehicle and delivery methods and will be distinct product candidates. The product candidate that is being developed specifically for submucosal injections in the GI tract with an initial indication of EoE is referred to as EP-104GI, and the product candidate that is being developed for IA injections with an initial indication of knee OA is referred to as EP-104IAR. EP-104 is intended to refer to the extended-release fluticasone propionate encapsulated with the Diffusphere^™ technology, which is used in the formulation of both EP-104GI and EP-104IAR.

EoE has experienced a global increase in incidence and prevalence over the last decades, particularly in the US and Europe. Once classified as rare by the U.S. National Organization for Rare Disorders (“NORD”), a 5-fold increase in the prevalence of EoE was reported between 2009 and 2022. As a result of the rapid growth, the most accurate estimates of the incidence and prevalence of EoE are from the most recently published studies. Thel et al. reported in 2025 a standardized prevalence of 142.5/100 000 in the US, representing >470 000 cases in the US. These numbers were based on patient records from 2022 for patients under 65 (derived from MarketScan), and from patient records from 2017 for patients 65 years and older (derived from Medicare), and thus, given the current growth trajectory, we believe are likely an underestimate of the current EoE prevalence. Global Data Epidemiology Database estimates over 1.25 million U.S. EoE patients by 2030.

We are currently conducting a Phase 1b/2 clinical trial with EP-104GI in Canada, the Netherlands, Australia, the UK, Switzerland and New Zealand. We also received pre-IND feedback from the FDA on December 3, 2024, to clarify IND-enabling early phase program requirements for conducting studies in the US. We intend to continue development of EP-104GI through subsequent clinical trials required by the FDA and other global regulatory bodies to obtain commercial approval for marketing in the United States and around the world. We intend to consider the possibility of identifying a corporate partner to help with the development and/or commercialization of EP-104GI in markets outside of the US.

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that all dose cohorts evaluated through nine months (cohorts 5 and 6) maintained what the Company believes to be clinically meaningful improvements in tissue health, similar to that observed at 3 months as measured by the EoEHSS.

The Company has also observed a general trend in which patients receiving higher doses of EP-104GI and exhibiting higher plasma levels appear to show greater histologic and symptomatic improvements. This trend was also observed in the four-week data from patients (cohorts 8 and 9) from patients receiving the 120 mg or 160 mg total dose (administered across 20 injection sites). Serum glucose and cortisol levels have generally been stable post-dose. Transient decreases in serum cortisol have been observed, however, there has been no indication of adrenal insufficiency through clinical signs or symptoms or via ACTH stimulation tests. Procedural AEs that arose resolved quickly without treatment. To date, no SAEs, nor any reported cases of oropharyngeal candidiasis, have been observed in the trial.

Further information regarding the business of the Company can be found in our Annual Information Form and Interim MD&A, and the other documents incorporated by reference into this prospectus supplement available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. See “Documents Incorporated by Reference”.

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DESCRIPTION OF PRE-FUNDED WARRANTS

The pre-funded warrants issued under the Offering will be issued in certificated form. The following description is subject to the detailed provisions of the form of certificate for the pre-funded warrants (the “Warrant Certificate”). Reference should be made to the Warrant Certificate for the full text of attributes of the pre-funded warrants.

Each whole pre-funded warrant will entitle the holder to acquire, subject to adjustment as summarized below, one Warrant Share. The pre-funded warrants will not expire until exercised in full. The pre-funded warrants will have a nominal exercise price of C$0.00001 per pre-funded warrant. The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice, thereby canceling all or a portion of such holder’s pre-funded warrants. The pre-funded warrants may be exercised on a “net” or “cashless” basis.

The Warrant Certificate will provide that the share ratio and exercise price of the pre-funded warrants will be subject to adjustment in the event of certain share dividends or distributions or of a subdivision or consolidation of the common shares or similar events. If the Company makes any dividend or other pro rata distribution to the holders of common shares (a “Distribution”) (other than share dividends resulting in an adjustment described above, or the grant, issue or sale of Purchase Rights as described below), then a holder of pre-funded warrants will be entitled to receive such securities and/or other property (including cash) as if the holder had exercised the pre-funded warrants immediately before the record date for such Distribution (without regard to any restrictions on exercise of the pre-funded warrants as described below; provided that if the Distribution would cause the holder’s beneficial ownership of common shares to exceed the Specified Percentage, then the relevant portion of the Distribution will be held in abeyance until such time as the Specified Percentage would not be exceeded). If the Company completes a rights offering or similar grant, issuance or sale of options or convertible securities or rights to purchase securities to the holders of the common shares on a pro rata basis (“Purchase Rights”), then a holder of pre-funded warrants will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the holder could have acquired if the holder had exercised the pre-funded warrants immediately before the record date for such grant, issuance of sale of the Purchase Rights (without regard to any restrictions on exercise of the pre-funded warrants as described below; provided that if the holder’s right to participate in the Purchase Rights would cause the holder’s beneficial ownership of common shares to exceed the Specified Percentage, then the holder will not be entitled to participate in the Purchase Rights to that extent, and at the holder’s election, in its sole discretion, either (i) such right to participate will be held in abeyance until such time as the Specified Percentage would not be exceeded or (ii) the Company will offer the holder the right upon exercise of such Purchase Right to acquire a security (e.g., a pre-funded warrant) that would not result in the holder’s beneficial ownership of common shares exceeding the Specified Percentage but will otherwise to the extent possible have economic and other rights, preferences and privileges substantially consistent and on par with the securities or other property issuable upon exercise of the originally offered Purchase Rights). If the Company reorganizes, consolidates, amalgamates or merges with any other body corporate, if the Company reclassifies its common shares or the common shares are effectively converted or exchanged for other securities, cash or property (other than a subdivision, consolidation or share dividend resulting in an adjustment as described above), if holders of shares of the Company representing more than 50% of the voting power of the shares of the Company tender their shares in a take-over bid, tender offer, exchange offer or pursuant to a stock purchase agreement or other business combination, or the Company transfers all or substantially all of its assets (in each case, and as may be described in further detail in the terms of the Warrant Certificate, a “Fundamental Transaction”), then a holder of pre-funded warrants, upon exercise of the pre-funded warrants, will be entitled to receive such securities and/or other property (including cash) as if the holder had exercised the pre-funded warrants before such Fundamental Transaction (without regard to any restrictions on exercise of the pre-funded warrants as described below).

The Warrant Certificate will also provide that, during the period in which the pre-funded warrants are exercisable, it will give notice to holders of pre-funded warrants of certain stated events (including any

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voluntary or involuntary dissolution, liquidation; winding-up; a stock dividend or other distribution upon the common shares; or a Fundamental Transaction), at least 10 days (or in some cases 30 days) prior to the record date or effective date, as the case may be, of such events.

There is currently no market through which the pre-funded warrants may be sold, and purchasers may not be able to resell the pre-funded warrants purchased under this Prospectus. The Warrant Certificate will provide that notwithstanding any other terms thereof, the Company shall not effect the exercise of any portion of the pre-funded warrants, and the holder of pre-funded warrants shall not have the right to exercise any portion of the pre-funded warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the holder

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SEC Form SUPPL filed by Eupraxia Pharmaceuticals Inc.