| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
ESSA PHARMA, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
Suite 720, 999 West Broadway, Vancouver,
BRITISH COLUMBIA, CANADA
, V5Z 1K5. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment") is being filed by Soleus Capital Master Fund, L.P. ("Master Fund"), Soleus Capital, LLC ("Soleus Capital"), Soleus Capital Group, LLC ("SCG"), Soleus Capital Management, L.P. ("SCM"), Soleus GP, LLC ("Soleus GP"), and Mr. Guy Levy (each of the foregoing, individually, a "Reporting Person", and collectively, the "Reporting Persons") with respect to the beneficial ownership of the Reporting Persons in Essa Pharma, Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the "Issuer"). This Amendment is being filed to supplement and update the information set forth in the Schedule 13D as previously filed on April 15, 2025 (the " Original Schedule 13D") and Amendment No. 1 to Scheule 13D as previously filed on April 23, 2025 ("Amendment No. 1", and together with the Original Schedule 13D, the "Schedule 13D"). Each Item included in this Amendment amends and restates the information disclosed in the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Amendment, the Reporting Persons beneficially own an aggregate of 4,362,026 shares of Common Stock, representing approximately 9.8% of the outstanding shares of Common Stock (based upon 44,388,550 shares of Common Stock issued and outstanding as of May 7, 2025, as set forth on the front cover of the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the U.S. Securities and Exchange Commission on May 8, 2025). All of the shares of Common Stock beneficially owned by the Reporting Persons are held directly by Master Fund. |
| (b) | All of the shares reported in this Amendment are held directly by Master Fund. Soleus Capital is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these securities held directly by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose. |
| (c) | None of the Reporting Persons has effected any transactions in the Issuer's Common Stock during the 60 days preceding the date of this Amendment. However, on July 17, 2025, Master Fund unwound a previously disclosed cash settled swap transaction with respect to 2,100,000 shares of Common Stock (the "Swap Unwind"), following which Master Fund acquired from the counterparty to such swap transaction, in a private transaction, 2,100,000 shares of Common Stock to replace the economic exposure to the Issuer that was reduced in connection with the Swap Unwind. The per share purchase price for such shares was equal to the closing price of the Common Stock on July 17, 2025 ($1.87 per share), for an aggregate price of approximately $3,927,000. Master Fund used cash from its working capital to acquire such shares. |
| (d) | Under certain circumstances set forth in the limited partnership agreement of Master Fund, the general partner and/or limited partners, as applicable, of Master Fund may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by Master Fund. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Master Fund has entered into cash settled swap transactions with respect to which it receives payments calculated by reference to the rate of return on Common Stock in exchange for payments by Master Fund to the swap counterparty equal to a fixed or floating interest rate on the notional amount of the swap. As of the date of this Amendment, these swaps reflect economic exposure to an aggregate of 1,875,351 shares of Common Stock. Master Fund does not obtain any beneficial ownership of the Common Stock (including the power to vote or direct the voting, or dispose or direct the disposition, of the shares of Common Stock that are subject to the swaps) or any right to obtain the Common Stock in connection with these swap transactions, and may enter into additional swap transactions or terminate existing swap transactions at any time. As a result, the Reporting Persons disclaim beneficial ownership of the shares of Common Stock that are subject to the swap transactions. Other than the Joint Filing Agreement attached as Exhibit 1 to the original Schedule 13D, or as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. Joint Filing Agreement, dated April 15, 2025, among the Reporting Persons. (#)
2. Letter dated April 15, 2025 from Soleus Capital Management, L.P. to the Board of Directors of the Issuer. (#)
# Previously filed as an exhibit to the original Schedule 13D filed by the Reporting Persons on April 15, 2025. |
