false
0001633932
0001633932
2025-10-09
2025-10-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 9, 2025
ESSA Pharma Inc.
(Exact name of registrant as specified in its
charter)
|
British Columbia, Canada
(State or other jurisdiction of incorporation) |
001-37410
(Commission File Number) |
98-1250703
(IRS Employer Identification No.) |
| |
|
|
|
Suite 720, 999 West Broadway,
Vancouver,
British Columbia, Canada
(Address of principal executive offices) |
V5Z 1K5
(Zip Code) |
Registrant’s telephone number, including
area code: (778) 331-0962
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares, no par value |
|
EPIX |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Introductory Note
As previously disclosed in the Current Reports
on Form 8-K filed by ESSA Pharma Inc., a company existing under the laws of the Province of British Columbia (the “Company”)
with the Securities and Exchange Commission (the “SEC”), the Company entered into a Business Combination Agreement, dated
as of July 13, 2025 (as amended by that certain Amendment Agreement, dated as of September 23, 2025, the “Agreement”),
by and among the Company, XenoTherapeutics, Inc., a Massachusetts non-profit corporation (“Xeno”), Xeno Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of Xeno (“Purchaser”), and solely for purposes of Section 10.16 thereof,
XOMA Royalty Corporation, a Nevada corporation, pursuant to which Xeno agreed to acquire all of the issued and outstanding
common shares (the “Shares”) of the Company pursuant to a plan of arrangement under the Business Corporations Act (British
Columbia) (the “Arrangement”). The Arrangement was consummated on October 9, 2025 (the “Closing Date”).
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information provided in the Introductory Note
is incorporated by reference herein.
Subject to the terms and conditions set forth
in the Agreement and the Arrangement, on October 9, 2025, each Share outstanding immediately prior to the effective time of the Arrangement
(the “Effective Time”) was converted automatically into the right to receive US$0.1242 per Share, plus one contingent value
right (“CVR”) per Share, which CVR represents the right to receive up to approximately US$0.14 per CVR and payable within
specified periods following the close of the Arrangement. The potential CVR payment of US$0.14 per Share represents up to US$6.7 million
in the aggregate that may be distributed to CVR holders depending on the outcome and related expenses of certain contingent liabilities.
The foregoing summary description of the completion
of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of the Agreement, which
was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on July 14, 2025, including
the Amendment Agreement, which was filed as Exhibit 2.1 to the Current Reports on Form 8-K filed by the Company with the SEC
on September 24, 2025.
| Item 3.01 | Completion of Acquisition or
Disposition of Assets. |
The information set forth under Item 2.01 of this
Current Report on Form 8-K is incorporated herein by reference into this Item 3.01.
In connection with the consummation of the Arrangement,
the Company (i) notified the Nasdaq Capital Market LLC (“Nasdaq”) of the consummation of the Arrangement and (ii) requested
that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on October 10, 2025 and (B) file
with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to effect the delisting of all Shares from Nasdaq
and the deregistration of such Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In addition, Purchaser intends to file a Certification and Notice of Termination of Registration on Form 15 with the
SEC requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of
reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth under Items 2.01, 5.01
and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth under Items 2.01 and
5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Arrangement,
there was a change in control of the Company, and the Company became a wholly owned subsidiary of Purchaser.
| Item 5.02 | Departure of Directors; Election of Directors; Appointment of Certain Officers. |
In connection with the Arrangement and pursuant
to the terms of the Agreement, at the Effective Time, each of the directors of the Company resigned from the board of directors of the
Company.
Pursuant to the terms of the Agreement, at the
Effective Time, the sole director of Purchaser became the sole director of the surviving corporation following the completion of the Arrangement.
The sole director of Purchaser immediately prior to the Effective Time was Jon Adkins. The sole officer of Purchaser immediately prior
to the Effective Time was Jon Adkins, serving as President, Treasurer and Secretary.
On October 9, 2025, the Company issued a
press release announcing the closing of the Arrangement. The press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated into this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 99.1 |
Press Release of ESSA Pharma Inc. issued on October 9, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
ESSA PHARMA
INC. |
| |
|
(Registrant) |
| Date: October 9, 2025 |
|
| |
By: |
/s/ David Wood |
| |
|
Name: David Wood |
| |
|
Title: Chief Financial Officer |
