Form 4: BVF Partners Divests ESSA Pharma Stake in Merger

BVF Partners and affiliated entities have fully divested their common stock holdings in ESSA Pharma Inc. as part of a business combination agreement effective October 9, 2025.

Summary

• Reporting persons, including BVF Partners L.P. and its affiliates, disposed of all their common stock in ESSA Pharma Inc. (EPIX).
• The disposition occurred on October 9, 2025, as part of a merger where Xeno Acquisition Corp., a wholly-owned subsidiary of XenoTherapeutics, Inc., acquired all outstanding shares of ESSA Pharma Inc.
• The total number of common shares disposed of by the reporting group was 11,481,685.
• Following the transaction, the reporting persons beneficially own 0 shares of ESSA Pharma Inc.
• Consideration received per share included $0.124231 in cash and one contingent value right (CVR) for potential cash payments of up to approximately $0.14 per share.
• This cash consideration is in addition to approximately $1.69 per share of common stock previously distributed to the Issuer's shareholders.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive for the reporting persons as they successfully exited a significant investment through a merger, receiving both cash and CVRs. However, the relatively low cash component (excluding prior distributions) and the contingent nature of CVRs temper the positivity.

Positives

• Reporting persons successfully exited their investment in ESSA Pharma Inc. through a definitive merger agreement.
• The transaction provided a structured exit, including both an upfront cash payment and potential future payments via Contingent Value Rights (CVRs).
• The disposition was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and orderly transaction.

Negatives

• The cash consideration of $0.124231 per share (excluding prior distributions) is relatively low, potentially reflecting a challenging valuation for ESSA Pharma.
• The contingent nature of the CVR payments introduces uncertainty regarding the full value ultimately realized from the disposition.

Future Outlook

The filing indicates the completion of a merger, resulting in the reporting persons no longer holding shares of ESSA Pharma Inc. It does not provide forward-looking statements for ESSA Pharma Inc. or the acquiring entity.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

Industry Context

This transaction represents a complete exit for a significant institutional investor (BVF Partners) from a biotechnology company (ESSA Pharma Inc.) via an acquisition. Such exits are common in the biotech sector, often occurring when a smaller company with promising assets is acquired by a larger entity, or when an investment fund concludes its investment cycle. The inclusion of CVRs is a common mechanism in biotech M&A to bridge valuation gaps or provide upside potential based on future milestones.

Stakeholder Impact

• Shareholders (of ESSA Pharma Inc.): Received cash and CVRs for their shares as part of the merger, indicating a complete exit from their investment in the company.
• Reporting Persons (BVF Partners and affiliates): Successfully divested their entire stake in ESSA Pharma Inc., concluding their investment.
• XenoTherapeutics, Inc. (Parent) and Xeno Acquisition Corp. (Purchaser): Successfully acquired ESSA Pharma Inc., integrating it into their operations.

Next Steps

• The filing indicates the completion of the merger and the full disposition of shares by the reporting persons. No further actions or milestones for the reporting persons are mentioned in relation to ESSA Pharma Inc.

Key Dates

Keywords

ESSA Pharma, EPIX, BVF Partners, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Stock Disposal, Contingent Value Right, XenoTherapeutics