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EPIX merger Form 4: holders receive $0.12 cash plus CVR

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ESSA Pharma (EPIX) director reports merger-related share disposition. A Form 4 shows the reporting person disposed of 2,881 common shares on 10/09/2025 in connection with a completed business combination. All issued and outstanding ESSA Pharma shares were acquired by Xeno Acquisition Corp. for approximately US$0.12 per share plus one contingent value right (CVR) per share.

Each CVR entitles its holder to receive up to approximately US$0.14 per CVR, payable within specified periods following closing. After the transaction, the reporting person beneficially owned 0 shares.

Positive

  • None.

Negative

  • None.

Insights

Administrative Form 4 reflecting cash-and-CVR merger terms.

The filing records a director’s disposition of 2,881 ESSA Pharma common shares due to a change of control. Consideration comprised cash of US$0.12 per share plus one CVR per share, consistent with the executed business combination.

CVRs provide contingent payments of up to US$0.14 per CVR, tied to post-closing milestones within specified periods. Proceeds flow to shareholders from the acquirer; issuer-level cash proceeds are not indicated here.

This is routine insider reporting of the merger’s mechanics rather than a standalone operating update. Actual holder outcomes depend on CVR milestone realizations as defined in the agreement.

Insider Thorell Marella
Role Director
Type Security Shares Price Value
Disposition Common Shares 2,881 $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.

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FAQ

What did ESSA Pharma (EPIX) disclose in this Form 4?
A director reported the disposition of 2,881 common shares on 10/09/2025 due to a completed business combination.

What was the merger consideration for ESSA Pharma (EPIX) shareholders?
Shareholders received approximately US$0.12 per share in cash plus one CVR per share.

How much could each CVR pay for ESSA Pharma (EPIX)?
Each CVR entitles its holder to receive up to approximately US$0.14 per CVR, payable within specified periods after closing.

Who acquired ESSA Pharma’s shares in this transaction?
All issued and outstanding shares were acquired by Xeno Acquisition Corp. as part of a business combination.

How many shares did the reporting person own after the transaction?
The reporting person beneficially owned 0 shares after the reported disposition.

What was the transaction date noted in the Form 4?
The transaction date was 10/09/2025.
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*
Thorell Marella
(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 2,881 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/ Marella Thorell 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR