ESSA Pharma Files Definitive Proxy Statement

TL;DR

ESSA Pharma filed its proxy statement, get ready for shareholder votes.

AI Summary

ESSA Pharma Inc. filed a Definitive Proxy Statement (DEFA14A) on September 24, 2025. This filing is related to the company's proxy materials, which are typically used for shareholder meetings to vote on corporate matters. The company is based in Vancouver, Canada, and operates in the pharmaceutical preparations sector.

Why It Matters

This filing indicates that ESSA Pharma Inc. is preparing for a shareholder meeting, which could involve important decisions about the company's future direction, governance, or financial matters.

Risk Assessment

Risk Level: low — A DEFA14A filing is a standard regulatory document for public companies and does not inherently indicate increased risk.

Key Players & Entities

• ESSA Pharma Inc. (company) — Registrant
• 0001104659-25-092714 (filing_id) — Accession Number
• 20250924 (date) — Filing Date
• Vancouver (location) — Company Headquarters

FAQ

Key Financial Figures

• $0 — now expected to receive approximately US$0.12, exclusive of future non-transferabl
• $1.69 — ts and exclusive of the approximately US$1.69 of cash previously distributed to Share
• $1.91 — ing (as compared to the approximately US$1.91 that was originally estimated as the ag
• $0.14 — right to receive up to approximately US$0.14 per CVR and payable within specified pe
• $6.7 million — .14 per Common Share represents up to US$6.7 million in the aggregate that may be distribute
• $7,450,000 — ldquo; Contingent Reserve ” means $7,450,000;”. (b) By amending and replacing
• $85,250,000, m — ; Target Closing Net Cash ” means $85,250,000, minus the aggregate amount of the Distrib

Filing Documents

• tm2526678d2_defa14a.htm (DEFA14A) — 243KB
• 0001104659-25-092714.txt ( ) — 244KB

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Amendment Agreement to the Business Combination Agreement, dated September 23 , 2025, by and among XenoTherapeutics, Inc., Xeno Acquisition Corp., ESSA Pharma Inc. and XOMA Royalty Corporation 99.1 Press Release dated September 24 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward Looking Statements

Forward Looking Statements This communication , and any related oral statements, contains certain information which, as presented, constitutes "forward-looking within the meaning of applicable Canadian securities laws (collectively, " forward-looking statements "). Forward-looking 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 Transaction, 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 CVR and 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 reasonabl

SIGNATURES

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: September 24, 2025 By: /s/ David Wood Name: David Wood Title: Chief Financial Officer Exhibit 2.1 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT is executed on September 23, 2025 by and among ESSA Pharma Inc. (“ ESSA ”), XenoTherapeutics, Inc. (the “ Parent ”), Xeno Acquisition Corp. (the “ Purchaser ”), and, solely for purposes of Section 10.16 of the Agreement (as defined below), XOMA Royalty Corporation (“ XRC ”). WHEREAS: A. ESSA, the Parent, the Purchaser and, solely for purposes of Section 10.16 thereof, XRC entered into a Business Combination Agreement, dated July 13, 2025 (the “ Agreement ”), whereby the Purchaser agreed to acquire all of the issued and outstanding common shares of ESSA pursuant to a statutory plan of arrangement under the Business Corporations Act (British Columbia). B. The Parties hereto have agreed to amend the Agreement, as provided in this Amendment Agreement (the “ Amendment Agreement ”). NOW THEREFORE in consideration of the premises and mutual covenants set forth herein, and for other valuable consideration, the Parties hereto have agreed as follows: 1. Definitions Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2. Effective Date The amendments to the Agreement contained in this Amendment Agreement shall take effect on and as of the date hereof. 3. Amendments to the Agreement The Agreement is hereby amended as follows: (a) By amending and replacing the defined term “Contingent Reserve” found at Section 1.1(oo) of the Agreement as follows: ““ Contingent Reserve ” means $7,450,000;”. (b) By amending

View Full Filing

View this DEFA14A filing on SEC EDGAR