Full Press Release Details
EUPRAXIA PHARMACEUTICALS INC.
12,727,273 Common Shares
Underwriting Agreement
As Representative of the several
Underwriters listed in Schedule A
c/o Cantor Fitzgerald & Co.
110 East 59th Street, 6th Floor
Ladies and Gentlemen:
Eupraxia Pharmaceuticals Inc., a company continued under the laws of the Province of British Columbia (the "Company"),
proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 12,727,273 common shares without par value in the capital of the Company (the "Common
Shares") at the Purchase Price (as defined below). The 12,727,273 Common Shares to be sold by the Company are called the "Firm Shares." In addition, the Company has granted to the Underwriters an option to purchase up to
an additional 1,909,090 Common Shares at a price per share equal to the Purchase Price upon and subject to the terms and conditions of this Agreement, as set forth in Section 2(c) hereof (the "Option"). The Common Shares to
be sold pursuant to the Option are collectively called the "Option Shares." The Firm Shares and, if and to the extent the Option is exercised, the Option Shares, are collectively called the "Offered Shares."
Cantor Fitzgerald & Co. ("Cantor") has agreed to act as representative of the several Underwriters (in such capacity, the "Representative") in connection with the offering and sale of the Offered
The Company has prepared and filed with the Canadian Securities Regulators (as defined below) a preliminary short form base shelf
prospectus dated January 5, 2024, and amended and restated preliminary short form base shelf prospectus dated January 18, 2024, relating to the distribution of up to $200,000,000 of Common Shares, preferred shares, debt securities,
warrants, subscription receipts, and units of the Company (the "Shelf Securities") pursuant to the Canadian Securities Laws (as defined below), and in particular in accordance with the Passport System (as defined below). Such
preliminary short form base shelf prospectus and amended and restated preliminary short form base shelf prospectus relating to the distribution of the Shelf Securities, including any documents incorporated or deemed to be incorporated by reference
therein and any supplements or amendments thereto, are hereinafter collectively referred to as the "Canadian Preliminary Base Prospectus." The Company has also prepared and filed with the Canadian Securities Regulators a final
short form base shelf prospectus dated February 5, 2024 relating to the distribution of the Shelf Securities (including any documents incorporated or deemed to be incorporated therein by reference therein and any supplements or amendments
thereto), the "Canadian Final Base Prospectus", pursuant to the Canadian Securities Laws omitting the Shelf
Information (as defined below) in accordance with the Shelf Procedures. The British Columbia Securities Commission has issued receipts for the Canadian Preliminary Base Prospectus and the
Canadian Final Base Prospectus, and the Company has satisfied the conditions under the Passport System for the deemed issuance of a receipt by the Canadian Securities Regulators for the Canadian Preliminary Base Prospectus and the Canadian Final
Base Prospectus in each of the other Canadian Qualifying Jurisdictions (as defined below).
In addition, the Company has (a) prepared
and filed with the Canadian Securities Regulators, in accordance with the Shelf Procedures, a preliminary prospectus supplement dated September 22, 2025 to the Canadian Final Base Prospectus relating to the distribution of the Offered Shares in the
Canadian Qualifying Jurisdictions which excludes certain pricing information and other final terms of the Offered Shares (including any documents incorporated or deemed to be incorporated by reference therein and any supplements or amendments
thereto, the "Canadian Preliminary Prospectus Supplement", and together with the Canadian Final Base Prospectus the "Canadian Preliminary Prospectus"), and (b) will prepare and file on September 23, 2025
with the Canadian Securities Regulators in accordance with the Shelf Procedures (as defined below), a final prospectus supplement to the Canadian Final Base Prospectus relating to the distribution of the Offered Shares in the Canadian Qualifying
Jurisdictions (including any documents incorporated or deemed to be incorporated by reference therein and any supplements or amendments thereto, the "Canadian Final Prospectus Supplement", and together with the Canadian Final Base
Prospectus, the "Canadian Final Prospectus"), which includes pricing and other information omitted from the Canadian Preliminary Prospectus Supplement.
The Company meets the general eligibility requirements for use of Form F-10 under the U.S. Securities
Act of 1933, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (the "Commission") thereunder (collectively, the "Securities Act") for the purposes of the offering of the
Offered Shares. The Company has filed with the Commission a registration statement on Form F-10 (No. 333-276586) in respect of the Shelf Securities and has filed an
appointment of agent for service of process upon the Company on Form F-X (the "Form F-X") with the Commission in conjunction with the filing of such
registration statement (such registration statement, including the Canadian Final Base Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the
applicable rules and regulations of the Commission and including the exhibits to such registration statement and all documents incorporated by reference in the prospectus contained therein, are hereinafter referred to as the "Registration
Statement"); the base prospectus relating to the Shelf Securities contained in the Registration Statement at the time the registration statement became effective, including all documents incorporated therein by reference, is hereinafter
referred to as the "U.S. Final Base Prospectus"; the U.S. preliminary prospectus supplement relating to the offering of the Offered Shares filed with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act on September 22, 2025, including all documents incorporated therein by reference, together with the U.S. Base Prospectus (which consists of the Canadian Final Base Prospectus with such
deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission, and all documents incorporated therein by reference therein), is
hereinafter referred to as the "U.S. Preliminary Prospectus"; and the U.S. final prospectus supplement relating to the offering of the Offered Shares to be filed with the Commission pursuant to General Instruction II.L of Form F-10 under the Securities Act, including all documents incorporated therein by reference, together with the U.S. Base Prospectus (which consists of the Canadian Final Base Prospectus with such deletions therefrom
and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission, and all documents incorporated therein by reference therein), is hereinafter referred
to as the "U.S. Final Prospectus".
As used herein, "Base Prospectuses" shall mean, collectively, the
Canadian Final Base Prospectus and the U.S. Final Base Prospectus, "Preliminary Prospectuses" shall mean, collectively, the Canadian Preliminary Prospectus and the U.S. Preliminary Prospectus; and "Final
Prospectuses" shall mean, collectively, the Canadian Final Prospectus and the U.S. Final Prospectus. As used herein, "Prospectuses" shall mean the Preliminary Prospectuses and/or the Final Prospectuses, as applicable.
Any reference in this Agreement to the Registration Statement, the Base Prospectuses, the Preliminary Prospectuses, the Final Prospectuses or the Prospectuses shall be deemed to refer to and include the documents incorporated by reference therein as
of the date hereof. The terms "supplement," "amendment," and "amend" as used herein with respect to the Registration Statement, the Base Prospectuses, the Time of Sale Prospectus (as defined below), the
Preliminary Prospectuses or the Final Prospectuses shall include all documents subsequently filed or furnished by the Company with or to the Canadian Securities Regulators (as defined below) and the Commission pursuant to the U.S. Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), that are deemed to be incorporated by reference therein.
The Company and the Underwriters agree that (i) any offers or sales of the Offered Shares in Canada will be conducted through the
Underwriters, or one or more affiliates of the Underwriters, duly registered in compliance with applicable Canadian Securities Laws or in circumstances where an exemption from the Canadian registered dealer requirements under applicable Canadian
Securities Laws is available; and (ii) any offers or sales of the Offered Shares in the United States will be conducted through the Underwriters, or one or more affiliates of the Underwriters, duly registered as a broker-dealer in compliance
with applicable U.S. securities laws and the requirements of FINRA (as defined below).
As used herein, "Applicable
Time" is 8:00 p.m. (New York time) on September 22, 2025 or such other date and time as the Company and the Representative, on behalf of the Underwriters, may mutually agree upon in writing. As used herein, "free writing
prospectus" has the meaning set forth in Rule 405 under the Securities Act, and "Time of Sale Prospectus" means the U.S. Preliminary Prospectus, as amended or supplemented immediately prior to the Applicable Time,
together with the free writing prospectuses, if any, identified on Schedule B hereto and the pricing information set forth on Schedule C hereto (and shall include any electronic Prospectus as contemplated by Section 3(p) of this
Agreement). As used herein, "Road Show" means a "road show" (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a "written
communication" (as defined in Rule 405 under the Securities Act). As used herein, "Section 5(d) Written Communication" means each written communication (within the meaning of Rule 405 under the Securities
Act) that is made in reliance on Section 5(d) of the Securities Act by, or with the approval of, the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers
("QIBs") and/or institutions that are accredited investors ("IAIs"), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have
an interest in the offering of the Offered Shares;
"Section 5(d) Oral Communication" means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by, or with the approval
of, the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered Shares; "Marketing
Materials" means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any Road Show or investor presentations made to
investors by the Company (whether in person or electronically); and "Permitted Section 5(d) Communication" means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule D
All references in this Agreement to financial statements and schedules and other information which are
"contained," "included" or "stated" in, or "part of" the Preliminary Prospectuses or the Final Prospectuses, and all other references of like import, shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Preliminary Prospectuses or the Final Prospectuses, as the case may be.
All references in this Agreement to amendments or supplements to the any of the Preliminary Prospectuses or the Final Prospectuses shall be
deemed to mean and include the filing of any document under the Exchange Act that is or is deemed to be incorporated by reference in the Preliminary Prospectuses or the Final Prospectuses, as the case may be.
All references in this Agreement to the Registration Statement, the U.S. Base Prospectus, the U.S. Preliminary Prospectus or the U.S. Final
Prospectus, any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System
All references in this Agreement to the Canadian Preliminary Base Prospectus, the Canadian Final Base
Prospectus, the Canadian Preliminary Prospectus Supplement or the Canadian Final Prospectus Supplement, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Canadian Securities Regulators pursuant
to the System for Electronic Data Analysis and Retrieval + ("SEDAR+").
The Company hereby confirms its agreements with
the Underwriters as follows:
1. Representations and Warranties of the Company. The Company represents and warrants to each
Underwriter as of the date of this Agreement, the Applicable Time, the First Closing Date (as hereinafter defined) and each Option Closing Date (as hereinafter defined), if any, as follows:
(a) Compliance with Securities Laws. The Company is eligible to use the Shelf Procedures. No cease trade order preventing
or suspending the use of the Canadian Preliminary Prospectus or preventing the distribution of the Offered Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any of the
Canadian Securities Regulators; as of their respective dates, the Canadian Final Base Prospectus and the Canadian Preliminary Prospectus Supplement complied, and the Canadian Final Prospectus
will comply, in all material respects with all applicable Canadian Securities Laws; each of the Canadian Securities Regulators in the Canadian Qualifying Jurisdictions has issued or is deemed to have issued receipts for the Canadian Preliminary Base
Prospectus and the Canadian Final Base Prospectus. On the First Closing Date and each Option Closing Date (i) the Canadian Final Prospectus will comply in all material respects with the Canadian Securities Laws, (ii) the U.S. Final
Prospectus will conform with the Canadian Final Prospectus except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the
Commission, and (iii) the Canadian Final Prospectus or any amendment or supplement thereto will constitute full, true and plain disclosure of all material facts relating to the Offered Shares, that are required to be in the Canadian Final
Prospectus, and will not contain a misrepresentation or an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they are made, not misleading. To its knowledge, the Company is not a "related issuer" or "connected issuer" (as those terms are defined in National Instrument
33-105-Underwriting Conflicts of the Canadian Securities Administrators) of any of the Underwriters. The Company is a "reporting issuer", or its equivalent, in each of the Canadian
Qualifying Jurisdictions and not in default under Canadian Securities Laws in the Canadian Qualifying Jurisdictions and is in compliance in all material respects with its timely disclosure obligations under Canadian Securities Laws and the
requirements of the Toronto Stock Exchange (the "TSX"). Other than the corporate update presentation of the Company, dated September 2025, approved by the Underwriters, the Company has not provided any "marketing
materials" (as such term is defined in National Instrument 41-101-General Prospectus Requirements) to any potential investors of Offered Shares.
(b) Compliance with Registration Requirements. The Registration Statement has become effective under the Securities Act. The
Company has complied, to the Commission's satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no
proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission. At the time the Registration Statement was originally filed with the Commission, the Company
met the then-applicable requirements for use of Form F-10 under the Securities Act. The documents incorporated or deemed to be incorporated by reference in the U.S. Preliminary Prospectus or the U.S. Final
Prospectus, at the time they were or hereafter are filed with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects with the requirements of the Exchange Act.
(c) Disclosure. The U.S. Preliminary Prospectus complied, and the U.S. Final Prospectus when filed will comply, in all material