[8-K] ESSA Pharma Inc. Reports Material Event

Rhea-AI Filing Summary

ESSA Pharma Inc. disclosed a legal claim titled Nathan O'Neil, et al. v. ESSA Pharma Inc. alleging, among other things, breach of contract and promissory estoppel arising from disclosures the company made in its August 14, 2025 Form 8-K. The complaint was filed before the company issued its August 25, 2025 press release. The filing reiterates that forward-looking statements about the timing and completion of the previously announced Business Combination Agreement with XenoTherapeutics Inc., under which Xeno will acquire all issued and outstanding common shares, are subject to risks including the outcome of this and any other lawsuits. The company references its Definitive Proxy Statement filed August 11, 2025 and a Proxy Supplement dated September 24, 2025 as sources of additional information. The form is signed by David Wood, Chief Financial Officer and dated October 3, 2025.

Positive

• Company disclosed material litigation tied to specific prior disclosures, demonstrating transparency
• Proxy materials filed (Definitive Proxy Statement and Proxy Supplement) are available for investor review

Negative

• Complaint alleges breach of contract and promissory estoppel based on the August 14, 2025 Form 8-K
• Litigation could affect timing and completion of the Business Combination with XenoTherapeutics Inc.

Insights

Corporate Counsel

Pending litigation may affect the Transaction timeline and shareholder disclosures.

The complaint alleges breach of contract and promissory estoppel tied to the company's August 14, 2025 Form 8-K, creating a legal challenge directly connected to disclosure practices. This links the litigation to the Transaction-related communications rather than unrelated corporate acts.

Because the proxy materials (filed August 11, 2025 and supplemented September 24, 2025) are referenced, any litigation outcomes that require corrective disclosures could trigger delays or supplemental filings tied to shareholder approvals.

M&A Analyst

Transaction remains described as Xeno acquiring all common shares, but timing is uncertain due to legal risk.

The document restates the previously announced Business Combination Agreement with XenoTherapeutics Inc. where Xeno will acquire all issued common shares; however, the company explicitly ties forward-looking timing and completion statements to litigation outcomes, creating execution risk.

If the litigation compels additional disclosures or affects shareholder votes referenced in the proxy, the Transaction timetable could be materially impacted.

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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)

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. ¨

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.

		ESSA PHARMA INC.
		(Registrant)
Date: October 3, 2025
	By:	/s/ David Wood
		Name: David Wood
		Title: Chief Financial Officer

FAQ

What lawsuit does ESSA Pharma (EPIX) disclose?

ESSA discloses Nathan O'Neil, et al. v. ESSA Pharma Inc., alleging breach of contract and promissory estoppel tied to disclosures in its August 14, 2025 Form 8-K.

Does the complaint affect ESSA's transaction with XenoTherapeutics?

The filing states the complaint may affect forward-looking statements about the proposed Business Combination where Xeno will acquire all common shares, implying potential impact on timing or completion.

Where can investors find more information about the transaction?

Investors are referred to the Definitive Proxy Statement filed August 11, 2025 and the Proxy Supplement dated September 24, 2025 for details.

Who signed the 8-K for ESSA Pharma and when?

The form is signed by David Wood, Chief Financial Officer, and dated October 3, 2025.

When was the complaint filed relative to ESSA's press release?

The complaint was filed on August 25, 2025, before the company issued its August 25, 2025 press release.