If You Invested in Essa Pharma (EPIX)

ESSA Pharma Inc. (former NASDAQ: EPIX) was a pharmaceutical company in the pharmaceutical preparation manufacturing industry. According to company disclosures in news releases and SEC filings, ESSA was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. The company was incorporated under the laws of British Columbia, Canada and reported its principal executive offices in Vancouver, British Columbia.

ESSA’s common shares were listed on the Nasdaq Capital Market under the ticker symbol EPIX. Over time, the company evaluated strategic alternatives and ultimately entered into a Business Combination Agreement with XenoTherapeutics Inc., a Massachusetts-based non-profit biotechnology organization. Under that agreement and a subsequent Amendment Agreement, Xeno, through a wholly owned subsidiary, agreed to acquire all of the issued and outstanding common shares of ESSA by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Acquisition by XenoTherapeutics and corporate status

Company news releases dated July 14, 2025 and later, together with multiple Form 8-K filings, describe the transaction under which XenoTherapeutics Inc. would acquire all ESSA common shares in an all-cash transaction, with ESSA shareholders receiving a cash payment per share and one non-transferable contingent value right (CVR) for each share. A Form 8-K filed on October 9, 2025 states that the arrangement was consummated on October 9, 2025 and that, at the effective time of the arrangement, each ESSA share was converted into the right to receive a specified cash amount plus one CVR per share.

That same Form 8-K explains that, as a result of the consummation of the arrangement, there was a change in control of ESSA Pharma Inc. and the company became a wholly owned subsidiary of Xeno Acquisition Corp., a wholly owned subsidiary of XenoTherapeutics Inc. In connection with the closing, all ESSA directors resigned and the sole director of Xeno Acquisition Corp. became the sole director of the surviving corporation.

Delisting from Nasdaq and deregistration

Following completion of the acquisition, ESSA notified the Nasdaq Capital Market of the closing and requested suspension of trading in its shares. The October 9, 2025 Form 8-K states that ESSA requested Nasdaq to file a Form 25 to effect the delisting of all ESSA common shares from Nasdaq and the deregistration of those shares under Section 12(b) of the Securities Exchange Act of 1934. On the same date, a Form 25 (Form 25-NSE) was filed by Nasdaq Stock Market LLC identifying ESSA Pharma Inc. as the issuer and the Nasdaq Stock Market LLC as the exchange, and specifying common stock as the class of securities removed from listing and/or registration.

The Form 8-K further notes that the purchaser intends to file a Form 15 with the SEC to terminate registration of ESSA’s common shares under Section 12(g) of the Exchange Act and to suspend reporting obligations under Sections 13 and 15(d). These steps mean that EPIX no longer trades on Nasdaq and that ESSA’s public reporting obligations associated with that listing are being wound down.

Cash distributions and winding-up of business

ESSA’s public communications describe a process of discontinuing and winding up its business in connection with the transaction. A July 23, 2025 news release and subsequent updates explain that ESSA applied to the Supreme Court of British Columbia for orders authorizing a special meeting of securityholders to consider the transaction and authorizing an initial cash distribution to shareholders. On August 6, 2025, ESSA announced that its board had approved a return of capital distribution in the aggregate amount of US$80 million as part of the discontinuance and winding-up of the business of the company.

Later releases and corresponding Form 8-K filings detail the mechanics of this distribution, including the record date, payment date and Nasdaq’s determination that ESSA’s shares would trade with due bills representing the right to receive the distribution during a specified period. A clarification issued on August 25, 2025 corrected the dates of the due bill trading period and confirmed that the distribution was paid on August 22, 2025 and that the shares traded on an ex-dividend basis thereafter.

In addition to the initial distribution, ESSA’s transaction with Xeno involved a further cash payment at closing and the issuance of CVRs. An Amended Agreement described in a September 24, 2025 Form 8-K and related press release updated the expected per-share cash consideration at closing and the potential CVR payments, which depend on the outcome of certain contingent liabilities and associated expenses.

Shareholder approvals and court process

ESSA’s acquisition by XenoTherapeutics proceeded through a court-supervised plan of arrangement in British Columbia. Company news and Form 8-K filings describe interim and final court orders from the Supreme Court of British Columbia authorizing the special meeting of securityholders, approving changes to meeting dates, and ultimately approving the arrangement. A Form 8-K dated October 6, 2025 reports the results of the special meeting held on October 3, 2025, where ESSA securityholders approved the arrangement resolution by the required majorities, along with advisory and contingent resolutions related to executive compensation and, in the event the arrangement did not proceed, a potential liquidation and dissolution of the company.

In the end, the arrangement was completed on October 9, 2025, as confirmed in the October 9, 2025 Form 8-K and in a press release attached as an exhibit to that filing. After completion, ESSA functioned as a wholly owned subsidiary of the acquirer rather than as an independent publicly traded issuer.

Business focus prior to acquisition

Throughout the period covered by the provided news and filings, ESSA describes itself in its press releases as a pharmaceutical company that was previously focused on developing novel and proprietary therapies for the treatment of patients with prostate cancer. Earlier descriptive material characterizes ESSA as a clinical-stage pharmaceutical company founded on research and focused on developing novel therapeutics for cancer patients. These statements indicate that, before the decision to discontinue operations and wind down its business in connection with the transaction, ESSA operated in the oncology segment of the pharmaceutical preparation manufacturing sector, concentrating on prostate cancer therapies.

Implications for EPIX stock research

For investors and researchers examining the historical EPIX stock, it is important to recognize that ESSA Pharma Inc. has been acquired and its common shares have been delisted from Nasdaq pursuant to a Form 25 filing. The company’s own communications refer to the discontinuance and winding-up of its business, and its status as a wholly owned subsidiary of Xeno Acquisition Corp. following the arrangement. As a result, EPIX should be viewed as a historical ticker representing ESSA’s period as a publicly traded pharmaceutical issuer rather than an active listing.

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