[SCHEDULE 13D/A] ESSA Pharma Inc. SEC Filing

Rhea-AI Filing Summary

Volato Group, Inc. (SOAR) filed an 8-K announcing it has closed a $3.0 million third tranche of its December 4 2024 Securities Purchase Agreement with an institutional investor. The senior unsecured note carries a 10% original-issue discount; the investor paid $2.7 million for $3.0 million principal, and the note matures on 21 Jul 2026. Like the prior tranches, it is convertible into Class A shares and was issued under the Section 4(a)(2)/Reg D private-placement exemption.

• Total notes issued to date: $9.0 million principal ($4.5 m Initial, $1.5 m Second, $3.0 m Third), all at a 10% OID.
• Cash proceeds received: $8.1 million.
• Coupon: none stated; investor return comes via OID and possible equity conversion.
• Notes are senior, unsecured.

The financing provides near-term liquidity but increases leverage and introduces potential equity dilution if the notes are converted. No earnings or operational updates were provided.

Insights

Financial Analyst

TL;DR: SOAR secures $3 m more via high-cost convertible debt, boosting liquidity but adding dilution risk.

This third tranche lifts aggregate principal to $9 m, indicating continuing reliance on structured debt to fund operations. The 10% OID implies an 11.1% effective yield before any equity upside for the buyer, signalling limited access to cheaper capital. Absence of collateral keeps flexibility but could raise pricing on future borrowings. Conversion terms are not disclosed here, leaving uncertainty on dilution magnitude, yet the cumulative principal is already material for an emerging-growth issuer. Net cash proceeds of $2.7 m extend runway into 2026; however, maturity stair-steps (Dec-25, Jun-26, Jul-26) create refinancing overhang.

Corporate Finance Specialist

TL;DR: Private Reg D notes supply cash but spotlight SOAR’s capital-structure pressure.

Using sequential tranches allows management to time cash infusions, yet a 10% OID indicates investors demand steep compensation. Senior unsecured status ahead of common equity but behind any secured debt may deter future lenders. The convertible feature could become attractive if share price appreciates, but excessive dilution could cap upside for existing holders. While proceeds may support fleet expansion or working capital, the company must balance growth ambitions with tightening covenants customary in such agreements. Overall impact: strategically useful, financially dilutive, moderately credit-negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ESSA PHARMA, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29668H708

(CUSIP Number)

Soleus Capital Master Fund L.P
104 Field Point Road, 2nd Floor, Attn: Steven J. Musumeci
Greenwich, CT, 06830
(475) 208-3178

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

SOLEUS CAPITAL MASTER FUND, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

SOLEUS CAPITAL, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

SOLEUS CAPITAL GROUP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

SOLEUS CAPITAL MANAGEMENT, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

SOLEUS GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 29668H708

1

Name of reporting person

GUY LEVY

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,362,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,362,026.00

11

Aggregate amount beneficially owned by each reporting person

4,362,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SOLEUS CAPITAL MASTER FUND, L.P.

Signature:	/s/ Guy Levy
Name/Title:	Soleus Capital, LLC, Its General Partner
Date:	07/21/2025

Signature:	/s/ Guy Levy
Name/Title:	Soleus Capital Group, LLC, Its Managing Member
Date:	07/21/2025

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy, Managing Member
Date:	07/21/2025

SOLEUS CAPITAL, LLC

Signature:	/s/ Guy Levy
Name/Title:	Soleus Capital Group, LLC, Its Managing Member
Date:	07/21/2025

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy, Managing Member
Date:	07/21/2025

SOLEUS CAPITAL GROUP, LLC

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy, Managing Member
Date:	07/21/2025

SOLEUS CAPITAL MANAGEMENT, L.P.

Signature:	/s/ Guy Levy
Name/Title:	Soleus GP, LLC, Its General Partner
Date:	07/21/2025

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy, Managing Member
Date:	07/21/2025

SOLEUS GP, LLC

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy, Managing Member
Date:	07/21/2025

GUY LEVY

Signature:	/s/ Guy Levy
Name/Title:	Guy Levy
Date:	07/21/2025

FAQ

How much new funding did Volato Group (SOAR) raise in the third tranche?

The company received $2.7 million in cash for a $3.0 million principal note.

What is the interest or discount rate on SOAR’s new note?

The note carries a 10% original-issue discount; no stated coupon was disclosed.

When does the third-tranche note mature?

Maturity is July 21, 2026.

Are the notes secured by Volato’s assets?

No, the notes are described as senior unsecured obligations.

Can the investor convert the notes into SOAR common stock?

Yes. All three tranches are convertible into Class A common shares under terms set in the Securities Purchase Agreement.