EPIX insider logs 784,404 shares cashed out at $0.12 plus CVR

Rhea-AI Filing Summary

ESSA Pharma (EPIX) reported an insider transaction tied to its change of control. A director filed a Form 4 showing the disposition of 784,404 common shares on October 9, 2025, coinciding with the closing of a business combination.

According to the filing, Xeno Acquisition Corp. acquired all issued and outstanding ESSA common shares for approximately US$0.12 per share in cash plus one contingent value right (CVR) per share entitling holders to receive up to approximately US$0.14 per CVR within specified periods following closing.

Insights

M&A and Insider Filings Analyst

Director’s Form 4 reflects merger cash-out terms with CVR.

The Form 4 records a director’s disposition of 784,404 shares on October 9, 2025 as part of a completed acquisition. The consideration stated is US$0.12 per share in cash plus one CVR per share, which may pay up to US$0.14 per CVR.

This is administrative disclosure of closing terms rather than an open-market trade. Actual value from the CVR depends on defined post-closing conditions; the excerpt lists that it is payable within specified periods following closing.

Impact assessment is neutral; it documents terms already set in the combination agreement involving XenoTherapeutics, Xeno Acquisition Corp., and XOMA Royalty Corporation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERGER FRANKLIN M

(Last) (First) (Middle)

C/O ESSA PHARMA INC.

999 WEST BROADWAY, SUITE 720

(Street)

VANCOUVER A1 V5Z 1K5

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ESSA Pharma Inc. [ EPIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/09/2025		D		784,404	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On October 9, 2025, pursuant to that certain Business Combination Agreement, dated July 13, 2025 (as amended by the Amendment Agreement, dated September 23, 2025, the "Agreement"), by and among the Issuer, XenoTherapeutics, Inc., Xeno Acquisition Corp. ("Purchaser") and XOMA Royalty Corporation, the Purchaser acquired all of the issued and outstanding common shares of the Issuer for (i) cash consideration of approximately US$0.12 per share and (ii) one contingent value right ("CVR") for each common share entitling its holder to receive up to approximately US$0.14 per CVR and payable within specified periods following the close of the transactions contemplated by the Agreement.

	/s/ Franklin Berger	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ESSA Pharma (EPIX) report?

A director reported disposing of 784,404 common shares on October 9, 2025 in connection with a completed acquisition.

What consideration did ESSA Pharma shareholders receive in the acquisition?

Shareholders received approximately US$0.12 per share in cash plus one CVR per share paying up to approximately US$0.14.

Who acquired ESSA Pharma’s outstanding shares?

Xeno Acquisition Corp. acquired all issued and outstanding common shares, per the business combination agreement.

What is the CVR mentioned in the ESSA Pharma filing?

Each share received one contingent value right (CVR), which may pay up to approximately US$0.14 within specified post‑closing periods.

Was this an open-market sale by the director?

No. The disposition reflects the merger cash-out terms when all shares were acquired, as disclosed.

What roles are cited in the transaction parties?

The agreement lists the issuer, XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation.