Form 4: ESSA Pharma Director Reports Share Disposition in Acquisition

ESSA Pharma Director Scott Requadt reported the disposition of 30,002 common shares as part of the company's acquisition by Xeno Acquisition Corp. for cash and contingent value rights.

Summary

• Scott Requadt, a Director of ESSA Pharma Inc., reported a change in beneficial ownership.
• On October 9, 2025, 30,002 common shares were disposed of.
• This disposition was pursuant to a Business Combination Agreement dated July 13, 2025, which was amended on September 23, 2025.
• Xeno Acquisition Corp. acquired all outstanding common shares of ESSA Pharma Inc.
• Shareholders received approximately US$0.12 in cash per share.
• Shareholders also received one Contingent Value Right (CVR) per common share, potentially entitling them to receive up to approximately US$0.14 per CVR.
• Following the transaction, Scott Requadt beneficially owns 0 common shares directly.

Sentiment

Score: 7

Explanation: The filing reports the completion of an acquisition, which provides liquidity and potential upside for shareholders through CVRs, generally a positive outcome for the acquired company's investors, despite the loss of independent status.

Positives

• ESSA Pharma shareholders received cash consideration of approximately US$0.12 per share, providing immediate liquidity.
• Shareholders also received Contingent Value Rights (CVRs) with potential additional value of up to US$0.14 per CVR, offering future upside.
• The acquisition provides a clear exit strategy for existing shareholders.

Negatives

• ESSA Pharma Inc. will no longer operate as an independent publicly traded entity.
• Shareholders no longer hold direct equity in ESSA Pharma Inc. following the acquisition.
• The value of the CVRs is contingent on future events and is not guaranteed, introducing uncertainty regarding the total consideration received.

Risks

• The actual value received from the Contingent Value Rights (CVRs) is uncertain and depends on future events or milestones, potentially resulting in less than the maximum US$0.14 per CVR.

Future Outlook

The CVRs entitle holders to receive up to approximately US$0.14 per CVR, payable within specified periods following the close of the transactions, indicating potential future payments contingent on certain events.

Management Comments

• On October 9, 2025, pursuant to that certain Business Combination Agreement, dated July 13, 2025 (as amended by the Amendment Agreement, dated September 23, 2025, the "Agreement"), by and among the Issuer, XenoTherapeutics, Inc., Xeno Acquisition Corp. ("Purchaser") and XOMA Royalty Corporation, the Purchaser acquired all of the issued and outstanding common shares of the Issuer for (i) cash consideration of approximately US$0.12 per share and (ii) one contingent value right ("CVR") for each common share entitling its holder to receive up to approximately US$0.14 per CVR and payable within specified periods following the close of the transactions contemplated by the Agreement.

Industry Context

This transaction represents a consolidation event within the biotechnology or pharmaceutical sector, where smaller companies like ESSA Pharma are acquired by larger entities or investment vehicles to integrate assets, pipelines, or intellectual property. The use of CVRs is a common mechanism in biotech acquisitions to bridge valuation gaps and share future risks and rewards, particularly for companies with clinical-stage assets.

Stakeholder Impact

• Shareholders: Received cash and CVRs for their shares, providing liquidity and potential future payments, but no longer hold direct equity in ESSA Pharma.
• Company (ESSA Pharma): Ceases to be an independent entity, becoming part of XenoTherapeutics/Xeno Acquisition Corp.

Next Steps

• Payment of contingent value rights (CVRs) to holders within specified periods following the close of the transaction.

Key Dates

Recommendation

The company's common shares have been acquired by Xeno Acquisition Corp., and shareholders have received cash and CVRs in exchange. As ESSA Pharma Inc. is no longer an independent publicly traded entity and its shares have been converted, there is no longer an equity position to hold or buy. Any remaining shares in a portfolio should be considered 'sold' as part of the acquisition.

Keywords

ESSA Pharma, EPIX, Scott Requadt, Form 4, SEC filing, beneficial ownership, acquisition, business combination, XenoTherapeutics, Xeno Acquisition Corp., XOMA Royalty Corporation, common shares, contingent value right, CVR, director, insider transaction