Form 4: ESSA Pharma Director Sells Shares in XenoTherapeutics Acquisition

Marella Thorell, a director of ESSA Pharma Inc., reported the disposition of shares as part of the company's acquisition by Xeno Acquisition Corp.

Summary

• Marella Thorell, a director of ESSA Pharma Inc., reported the disposition of 2,881 common shares on October 9, 2025.
• The transaction was executed pursuant to a Business Combination Agreement dated July 13, 2025, and 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 in cash per common share.
• Shareholders also received one contingent value right (CVR) for each common share, potentially entitling them to receive up to approximately US$0.14 per CVR.

Sentiment

Score: 6

Explanation: The acquisition provides a clear exit and value for shareholders, including a cash component and potential future payments via CVRs. However, the company's independent existence ends, and CVRs introduce some payment uncertainty.

Positives

• ESSA Pharma Inc. shareholders received a cash consideration of approximately US$0.12 per share.
• Shareholders are entitled to contingent value rights (CVRs) that could provide an additional payment of up to US$0.14 per CVR.
• The acquisition provides a defined exit and value realization for ESSA Pharma Inc. shareholders.

Negatives

• ESSA Pharma Inc. will no longer operate as an independent publicly traded company following the acquisition.
• The full value of the contingent value rights (CVRs) is not guaranteed and is subject to future conditions and specified payment periods.

Risks

• The contingent value rights (CVRs) may not pay out the full potential amount of US$0.14 per CVR, as their value is contingent on future events.
• The timing of CVR payments is described as 'within specified periods following the close of the transactions,' which introduces potential variability in payment realization.

Future Outlook

ESSA Pharma Inc. will cease to operate as an independent entity following its acquisition by Xeno Acquisition Corp. The future financial outlook for former shareholders is tied to the realization of payments from the contingent value rights (CVRs).

Industry Context

This transaction is characteristic of consolidation within the biotechnology and pharmaceutical sectors, where larger entities acquire smaller companies, often utilizing contingent value rights (CVRs) to manage valuation and future performance-based payouts, particularly for assets in various stages of development.

Stakeholder Impact

• Shareholders: Received cash and contingent value rights (CVRs) for their shares, providing a liquidity event and potential future payouts.
• Company (ESSA Pharma Inc.): Ceased to be an independent publicly traded entity.

Next Steps

• Realization of payments from contingent value rights (CVRs) within specified periods following the close of the transaction.

Key Dates

Keywords

ESSA Pharma Inc., XenoTherapeutics, Xeno Acquisition Corp., Business Combination Agreement, Acquisition, Merger, Contingent Value Right, CVR, Share Disposition, Director Transaction, Biotechnology, Pharmaceutical