EPIX insiders report merger close; cash $0.124231 and CVR terms
Rhea-AI Filing Summary
ESSA Pharma Inc. (EPIX) insiders affiliated with Biotechnology Value Fund entities reported share dispositions tied to the company’s merger. On 10/09/2025, the transaction was coded “U,” indicating a corporate action. Reported lines show dispositions of 6,194,145 shares, 4,726,743 shares, and 560,797 shares, with 0 shares beneficially owned afterward for each line.
Per the terms, holders received $0.124231 in cash per share and one contingent value right (CVR) per share for potential cash payments of up to approximately $0.14 per share; this excludes approximately $1.69 per share previously distributed. The filing notes the arrangement under British Columbia law and identifies XenoTherapeutics, Inc. as the parent entity in the acquisition structure.
Positive
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Negative
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Insights
Form 4 confirms merger close and consideration mechanics.
The report records dispositions via code U on 10/09/2025, consistent with a closing under a court-approved plan of arrangement. The consideration includes $0.124231 per share in cash plus one CVR per share with potential payments up to approximately $0.14 per share, excluding about $1.69 previously distributed.
The BVF-affiliated filers show 0 shares beneficially owned after the transactions, indicating their positions were extinguished in the merger. Actual CVR payouts, if any, would depend on defined milestones; the excerpt lists the potential amount but not the triggers.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| U | Common Stock | 6,194,145 | $0.00 | -- |
| U | Common Stock | 4,726,743 | $0.00 | -- |
| U | Common Stock | 560,797 | $0.00 | -- |
Footnotes (1)
- This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. This Form 4 reports securities disposed of pursuant to an arrangement under Section 288 of the Business Corporations Act (British Columbia) involving the Issuer, XenoTherapeutics, Inc. (the "Parent"), Xeno Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary of Parent, and XOMA Royalty Corporation pursuant to a business combination agreement dated July 13, 2025, and the plan of arrangement, pursuant to which, among other things, the Purchaser acquired all of the outstanding shares of common stock of the Issuer, effective October 9, 2025 (the "Merger"). Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. The Reporting Persons received the following in exchange for each share of the Issuer's common stock disposed of in connection with the Merger: $0.124231 in cash per share of common stock (excluding the approximately $1.69 of cash per share of common stock previously distributed to the Issuer's shareholders) and one contingent value right per share of common stock for potential cash payments of up to approximately $0.14 per share of common stock.
