ESSA Pharma Files Definitive Proxy Statement with Amendment

TL;DR

ESSA Pharma dropped updated proxy docs 9/25, includes amendment details. Vote wisely.

AI Summary

ESSA Pharma Inc. filed a definitive proxy statement (DEFA14A) on September 25, 2025, which includes Annex A detailing an Amendment Agreement. This filing is a follow-up to a previous filing on September 24, 2025, and concerns the company's proxy materials.

Why It Matters

This filing provides shareholders with updated information regarding ESSA Pharma's proxy materials, including details of an amendment agreement, which is crucial for their voting decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not appear to contain significant new risks or material changes.

Key Players & Entities

• ESSA Pharma Inc. (company) — Registrant
• 0001104659-25-093416.txt (document) — Filing identifier
• September 25, 2025 (date) — Filing date
• September 24, 2025 (date) — Previous filing date

FAQ

Key Financial Figures

• $3,800,000 — ceive a pro rata portion of up to (i) US$3,800,000 less Company Litigation Expenses (the &
• $3,500,000 — ny Litigation Proceeds ”), (ii) US$3,500,000 less Potential Contingent Claim Liabili
• $750,000 — the case of clauses (i) and (ii), up to $750,000 to be retained by the Purchaser (the &l
• $150,000 — Retention Amount ”)) and (iii) US$150,000 less certain closing adjustments based
• $0.12 — are expected to receive approximately US$0.12 per Common Share at closing plus one n
• $0.14 — right to receive up to approximately US$0.14 per CVR and payable within specified pe
• $3,700,000 — increasing the Contingent Reserve from $3,700,000 to $7,450,000, and by decreasing the Ta
• $7,450,000 — e Contingent Reserve from $3,700,000 to $7,450,000, and by decreasing the Target Closing N
• $90,000,000 — easing the Target Closing Net Cash from $90,000,000 to $85,250,000, which such reduction al
• $85,250,000 — et Closing Net Cash from $90,000,000 to $85,250,000, which such reduction also accounts for
• $1,000,000 — duction also accounts for an additional $1,000,000 in costs the Company may incur or other
• $4,000,000 — s, and a transaction fee to Parent of US$4,000,000 (such amount as finally determined purs
• $1.69 — hareholders would receive approximately $1.69 per Common Share in the Distribution (s
• $1.6910318 — and Shareholders received approximately $1.6910318 per Common Share in the Distribution (s
• $2,450,000 — nt to the CVR Agreement be increased by $2,450,000 to $6,000,000, and that the maximum amo

Filing Documents

• tm2526787d2_def14a.htm (DEFA14A) — 264KB
• 0001104659-25-093416.txt ( ) — 265KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 ESSA Pharma Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of filing fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 1 Please be advised that this is the same Schedule 14A as filed on September 24, 2025, but includes Annex A with a copy of the 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. ESSA PHARMA INC. 999 West Broadway Street, Suite 720 Vancouver, BC V5Z 1K5, Canada SUPPLEMENT TO MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT FOR THE SPECIAL MEETING OF SECURITYHOLDERS TO BE HELD ON OCTOBER 3, 2025 September 24, 2025 These definitive additional materials (the “ Definitive Additional Materials ”) amend and supplement the definitive proxy statement and management information circular, dated August 8, 2025 (the “ Circular and Proxy Statement ”), initially mailed to Shareholders on or about August 11, 2025, by ESSA Pharma Inc., a company existing under the laws of British Columbia (“ ESSA ” or the “ Company ,” “ we ,” “ our ” or “ us ”), for a special meeting (the “ Special Meeting ”) of the holders of ESSA’s common shares (the “ Common Shares ,” and the holders of such Common Shares, the “ Shareholders ”), holders of stock options of the Company (the “ Options ,” and the holders of such Options the “ Optionholders ”) and holders of pre-funded Common Share purchase warrants of the Company (the “ Warrants ,” and the holders of such Warrants, the “ Warrantholders ,” and together with the Shareholders and the Optionholders, the “ Securityholders ”) to be held on October 3, 2025, at 2:00 p.m. (Pacific Time) via live webcast (unless the Special Meeting is adjourned or postponed). At the Special Meeting, the Securityholders will be asked to consider and, if thought advisable, to pass, with or without variation, (i) a special resolution (the “ Arrangement Resolution ”) to approve an arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia) involving the Company, XenoTherapeutics, Inc. (“ XenoTherapeutics ”), Xeno Acquisition Corp., and XOMA Royalty Corporation (“ XRC ”) pursuant to a business combination agreement dated July 13, 2025, as amended by that certain amendment dated September 23, 2025, and the plan of arrangement appended to the Circular and Proxy Statement, (ii) an ordinary resolution to approve, on an advisory and non-binding basis, the compensation to be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Arrangement and (iii) in the event that the Arrangement Resolution is not approved or the Arrangement is otherwise terminated, (1) a special resolution pursuant to Section 319(1) of the BCBCA to approve the voluntary liquidation and dissolution of the Company, and (2) an ordinary resolution pursuant to Section 319(2) of the BCBCA to approve the appointment of PricewaterhouseCoopers LLP or, in the alternative, another liquidator of nationally recognized experience, as the liquidator of the Company with authorization for the board of directors of the Company to set the remuneration of the liquidator. These Definitive Additional Materials have been filed by the Company with the United States Securities and Exchange Commission (the “ SEC ”) and in Canada on SEDAR+ on September 24, 2025. If any Securityholders have not already submitted a proxy for use at the Special Meeting, they are urged to do so promptly. No action in connection with this supplement is required by any Securityholder who has previously delivered a proxy and who does not wish to revoke or change that proxy. A proxy may be revoked by an instrument in writing that is signed by the Securityholder or by the Securityholder’s attorney, if authorized in writing, or by transmitting, by electronic means, a revocation signed by electronic signature by the Securityholder or by the

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View this DEFA14A filing on SEC EDGAR