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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):
September 30, 2025
ESSA Pharma Inc.
(Exact name of registrant as specified in its
charter)
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British Columbia, Canada
(State or other jurisdiction of incorporation) |
001-37410
(Commission File Number) |
98-1250703
(IRS Employer Identification No.) |
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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) |
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Name of each exchange on which registered |
| Common Shares, no par value |
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EPIX |
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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. ¨
Item 8.01 Other Events.
On September 30, 2025, a putative class
action complaint was filed in the Superior Court of the State of California County of San Mateo against ESSA Pharma Inc. (the “Company”),
captioned Nathan O’Neil, et al. v. ESSA Pharma Inc. (the “Complaint”).
The Complaint, which purports to be brought on
behalf of a class of all persons and entities who purchased common shares of the Company (“Common
Shares”) on August 25, 2025, before the Company issued its August 25, 2025 press release alleges, among other things,
breach of contract and promissory estoppel claims based on the disclosures made by the Company in its August 14, 2025 Form 8-K.
The Company believes that it has valid defenses
to the claims alleged in the Complaint and intends to defend the lawsuit vigorously, but there is no guarantee that the Company will
prevail. At the time of filing, the outcome of this matter and any possible related losses are not estimable or probable.
Forward Looking Statements
This communication, and any related oral statements,
contains certain information which, as presented, constitutes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of applicable Canadian securities
laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements
that relate to future events and often address expected future business and financial performance, containing words such as “anticipate,”
“believe,” “plan,” “estimate,” “expect,” and “intend,” statements that an
action or event “may,” “might,” “could,” “should,” or “will” be taken or
occur, or other similar expressions and include, but are not limited to, statements regarding the proposed timing and completion of the
Company’s previously announced Business Combination Agreement with XenoTherapeutics Inc. (“Xeno”), a non-profit
biotechnology company, under which Xeno will acquire all of the issued and outstanding Common Shares (the “Transaction”),
the outcome of O’Neil, et al. v. ESSA Pharma Inc. or any other lawsuits that may be filed, and other statements that are
not statements of historical facts.
In this communication, these forward-looking
statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the
Special Meeting, the expected date of closing of the Transaction and the potential benefits thereof, the Complaint, the
Company’s business and industry, management’s beliefs and certain assumptions made by the Company, all of which are
subject to change. Forward-looking statements are subject to various known and unknown risks and uncertainties, many of which are
beyond the ability of the Company to control or predict, and which may cause the Company’s actual results, performance or
achievements to be materially different from those expressed or implied thereby, including the consummation of the Transaction and
the anticipated benefits thereof. Such statements reflect the Company’s current views with respect to future events, are
subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered
reasonable by the Company as of the date of such statements, are inherently subject to significant medical, scientific, business,
economic, competitive, regulatory, political and social uncertainties and contingencies. Forward-looking statements may be based on
various material assumptions, and are subject to risks and uncertainties, including but not limited to those related to (i) the
completion of the Transaction on anticipated terms and timing, including obtaining required securityholder, regulatory and court
approvals, and the satisfaction of other conditions to the completion of the Transaction; (ii) the potential for the date of
the Special Meeting to change; (iii) O’Neil, et al. v. ESSA Pharma Inc. or any other potential litigation relating to
the Transaction that could be instituted by or against the Company, Xeno, XOMA Royalty or their respective directors or officers,
including the effects of any outcomes related thereto; (iv) potential exposure or liability relating to the due bill
communication matter that occurred on August 25, 2025, (v) the risk that disruptions from the Transaction will harm the
Company’s business, including current plans and operations; (vi) the ability of the Company to retain and hire key
personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the Transaction; (viii) continued availability of capital and financing and rating agency actions; (ix) legislative,
regulatory and economic developments affecting the Company’s business; (x) the accuracy of the Company’s financial
projections; (xi) general business, market and economic conditions; (xii) certain restrictions during the pendency of the
Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions;
(xiii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics,
outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors;
(xiv) significant transaction costs associated with the Transaction; (xv) the possibility that the Transaction may be more
expensive to complete than anticipated, including as a result of unexpected factors or events; (xvi) competitive responses to
the Transaction; (xvii) the risks and uncertainties pertaining to the Company’s business, including those set forth in
the Company’s Annual Report on Form 10-K dated December 17, 2024, under the heading “Risk Factors,” a
copy of which is available on the Company’s profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca, and as
otherwise disclosed from time to time on the Company’s EDGAR and SEDAR+ profiles; and (xviii) the risks and uncertainties
that are described in the definitive proxy statement and management information circular for the Company’s securityholders
filed with the U.S. Securities and Exchange Commission (the “SEC”) on
August 11, 2025 (the “Definitive Proxy Statement”) and supplemental
proxy statement dated September 24, 2025 (the “Proxy Supplement”
and together with the Definitive Proxy Statement, the “Proxy Statement”)
available from the sources indicated above.
These risks, as well as other risks associated
with the Transaction, are more fully discussed in the Proxy Statement. While the list of factors presented here is, and the list of factors
presented in the Proxy Statement are, considered representative, no such list should be considered a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among
other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which
could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes
no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except
as may be required by applicable United States and Canadian securities laws. Readers are cautioned against attributing undue certainty
to forward-looking statements.
Important Additional Information and Where
to Find It
In connection with the proposed Transaction between
the Company, Xeno and XOMA Royalty, the Company has filed with the SEC the Definitive Proxy Statement on August 11, 2025 and the
Proxy Supplement on September 24, 2025, and the Proxy Statement was first sent or provided to the Company securityholders on August 11,
2025. The Company may also file other documents with the SEC regarding the proposed Transaction. This document is not a substitute for
the Proxy Statement or any other document which the Company may file with the SEC or send or provide to the Company securityholders in
connection with the Transaction. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and securityholders
may obtain free copies of the Proxy Statement and other documents that are filed or will be filed with the SEC by the Company (when they
become available) through the website maintained by the SEC at www.sec.gov, on SEDAR+ at www.sedarplus.ca, or at the Company’s website
at www.essapharma.com.
Participants in the Solicitation
The Company and certain of its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the
proposed Transaction. Additional information regarding such participants, including a description of their direct or indirect interests,
by security holdings or otherwise, can be found under the captions “THE ARRANGEMENT–Interests of the Company’s Directors
and Executive Officers in the Arrangement”, “IMPORTANT INFORMATION ABOUT THE COMPANY–Security Ownership” and “INTERESTS
OF THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS IN THE ARRANGEMENT” contained in the Proxy Statement. Information relating
to the foregoing can also be found in the Company’s proxy statement for its 2025 annual meeting of shareholders, which was filed
with the SEC on January 22, 2025. To the extent holdings of securities by potential participants changed since the applicable “as
of” date disclosed in the Proxy Statement, such information has been or will be reflected on the Company’s Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
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.
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ESSA PHARMA INC. |
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(Registrant) |
| Date: October 3, 2025 |
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By: |
/s/ David Wood |
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Name: David Wood |
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Title: Chief Financial Officer |
