EPIX director reports merger payout with $0.12 cash and CVR

Rhea-AI Filing Summary

ESSA Pharma (EPIX) disclosed a Form 4 reflecting the completion of its sale on October 9, 2025. A reporting director disposed of 43,240 common shares, reducing beneficial ownership to 0 shares following the transaction.

Under the Business Combination Agreement among ESSA Pharma, XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation, all issued and outstanding common shares were acquired for US$0.12 per share in cash plus one contingent value right (CVR) per share. Each CVR entitles the holder to receive up to approximately US$0.14, payable within specified periods after closing.

Insights

M&A and Securities Compliance Analyst

Director’s Form 4 records cash-out and CVR from merger.

The filing documents a director’s disposition of 43,240 shares to the acquirer as part of a completed business combination. Consideration consists of US$0.12 cash per share plus one CVR per share with potential additional payout up to approximately US$0.14.

This is an administrative insider report confirming terms already set by the merger agreement. The filing indicates post-transaction beneficial ownership of 0 shares. Actual CVR value depends on defined post-closing conditions specified by the agreement.

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

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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^*

Glickman Richard 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		43,240	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/ Richard Glickman	10/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did ESSA Pharma (EPIX) report in this Form 4?

A director disposed of 43,240 common shares on October 9, 2025 due to the merger closing, resulting in 0 shares beneficially owned afterward.

What consideration did ESSA Pharma (EPIX) shareholders receive?

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

Who are the parties to the ESSA Pharma transaction?

The agreement involves ESSA Pharma, XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation.

What happened to the insider’s ownership after the transaction?

The reporting person’s beneficial ownership became 0 shares after the 43,240-share disposition.

When were the merger terms effective for EPIX holders?

The acquisition closed on October 9, 2025, at which time the cash and CVR terms applied.

How is the CVR from the EPIX deal structured?

Each share received one CVR that may pay up to approximately US$0.14 within specified periods following closing.