ESSA Pharma (EPIX) merger: $0.12/share cash plus CVR up to $0.14

ESSA Pharma (EPIX) reported an insider Form 4 tied to its merger close.

Rhea-AI Filing Summary

ESSA Pharma (EPIX) reported an insider Form 4 tied to its merger close. On October 9, 2025, all common shares were acquired by Xeno Acquisition Corp. under a Business Combination Agreement.

The reporting person disposed of 14,299 common shares, reducing beneficial ownership to zero. Holders received approximately $0.12 in cash per share and one contingent value right (CVR) per share, entitling them to receive up to approximately $0.14 per CVR within specified periods following closing.

Insights

M&A and Securities Filings Analyst

Form 4 shows merger-driven share disposition with cash and CVR consideration.

The filing documents that on October 9, 2025 all outstanding ESSA Pharma common shares were acquired by Xeno Acquisition Corp. The insider disposed of 14,299 shares as part of the transaction, leaving zero beneficial ownership post-close.

Consideration to shareholders consists of approximately $0.12 in cash per share plus one CVR per share. Each CVR entitles the holder to receive up to approximately $0.14, with payment within specified periods following closing, per the agreement terms.

Insider Trade Summary

Disposition: 14,299 shares

Disposition 1 txn

Insider Martin John Alexander

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Shares	14,299	$0.00	$0.00

Holdings After Transaction: Common Shares — 0 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

An insider reported the disposition of shares due to a merger in which all ESSA Pharma common shares were acquired.

How many ESSA Pharma (EPIX) shares were disposed by the insider?

The insider disposed of 14,299 common shares and reported zero shares beneficially owned afterward.

What consideration did ESSA Pharma (EPIX) shareholders receive in the merger?

Approximately $0.12 per share in cash plus one CVR per share worth up to approximately $0.14.

When did the ESSA Pharma (EPIX) transaction occur?

The transaction occurred on October 9, 2025.

Who acquired ESSA Pharma (EPIX) shares in the transaction?

Xeno Acquisition Corp., pursuant to a Business Combination Agreement involving XenoTherapeutics, Inc. and XOMA Royalty Corporation.

What is the timing for CVR payments to ESSA Pharma (EPIX) holders?

The CVR is payable within specified periods following the close, as described in the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/15/2025 - 12:00 AM Learn about SEC filing dates

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^*

Martin John Alexander

(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		14,299	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/ John Alexander Martin	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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