Form 4: ESSA Pharma Director Sells All Shares in Acquisition

ESSA Pharma Director John Alexander Martin reported the disposition of all his common shares following the company's acquisition by Xeno Acquisition Corp. for cash and contingent value rights.

Summary

• Director John Alexander Martin disposed of 14,299 common shares of ESSA Pharma Inc. on October 9, 2025.
• Following this transaction, Mr. Martin beneficially owns 0 common shares of ESSA Pharma Inc.
• The disposition was executed pursuant to a Business Combination Agreement dated July 13, 2025, as amended on September 23, 2025.
• Under the agreement, Xeno Acquisition Corp. acquired all issued and outstanding common shares of ESSA Pharma Inc.
• Shareholders received approximately US$0.12 per share in cash.
• Shareholders also received one Contingent Value Right (CVR) for each common share, entitling them to receive up to approximately US$0.14 per CVR, payable within specified periods.

Sentiment

Score: 7

Explanation: The acquisition provides a defined value for shareholders, including a potential upside from CVRs, which is generally a positive outcome for shareholders of an acquired company, even if the company ceases to exist independently.

Positives

• The acquisition provides a clear exit strategy and liquidity for ESSA Pharma Inc. shareholders.
• Shareholders received a defined cash consideration of approximately US$0.12 per share.
• The inclusion of Contingent Value Rights (CVRs) offers potential additional upside of up to US$0.14 per CVR for shareholders.

Negatives

• ESSA Pharma Inc. will cease to exist as an independent publicly traded entity following the acquisition.
• Director John Alexander Martin no longer holds any common shares in the company.

Risks

• The ultimate value of the Contingent Value Rights (CVRs) is uncertain and dependent on future events or milestones.
• Payment of CVRs is contingent and subject to specified periods and conditions outlined in the Business Combination Agreement.

Future Outlook

The independent future outlook for ESSA Pharma Inc. is limited as it has been acquired. The future outlook for former shareholders depends on the realization of payments from the Contingent Value Rights (CVRs) within the specified periods.

Management Comments

• The disposition of shares was made pursuant to that certain Business Combination Agreement, dated July 13, 2025 (as amended by the Amendment Agreement, dated September 23, 2025), by and among the Issuer, XenoTherapeutics, Inc., Xeno Acquisition Corp. and XOMA Royalty Corporation.

Industry Context

This acquisition reflects a common trend in the biotechnology and pharmaceutical industry where smaller companies with promising assets or pipelines are acquired by larger entities, providing an exit for investors and integrating technologies or therapies into a broader portfolio.

Comparison to Industry Standards

• Not applicable as this filing reports an insider transaction related to a company acquisition, not operational or financial performance metrics that would typically be benchmarked against industry standards or comparable companies.

Stakeholder Impact

• Shareholders: Received cash and CVRs for their shares, marking the end of their investment in an independent ESSA Pharma Inc.
• Employees: Potential changes in employment status or roles due to the integration with XenoTherapeutics, Inc. and Xeno Acquisition Corp.
• Management: Likely changes in management structure and roles as ESSA Pharma Inc. is integrated into the acquiring entities.

Next Steps

• Realization of payments from Contingent Value Rights (CVRs) within specified periods following the close of the transactions.
• Integration of ESSA Pharma Inc. into XenoTherapeutics, Inc. and Xeno Acquisition Corp.

Key Dates

Keywords

ESSA Pharma, EPIX, Form 4, insider transaction, acquisition, merger, share disposition, Xeno Acquisition Corp, contingent value right, CVR, director, beneficial ownership