8-K: ESSA Pharma Securityholders Approve XenoTherapeutics Acquisition

ESSA Pharma Inc. securityholders overwhelmingly approved the acquisition by XenoTherapeutics Inc. via a statutory plan of arrangement.

Summary

• A special meeting of securityholders was convened on October 3, 2025, to consider and vote on several resolutions.
• Securityholders approved the special resolution for an arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia) involving ESSA Pharma Inc., XenoTherapeutics, Inc., Xeno Acquisition Corp., and XOMA Royalty Corporation.
• The Arrangement Resolution received 99.83% of votes cast by Shareholders, 99.85% of votes cast by Securityholders (voting as a single class), and 99.48% of votes cast by Shareholders excluding related parties.
• Shareholders approved, on an advisory and non-binding basis, the compensation for named executive officers related to the Arrangement, with 99.51% of votes cast in favor.
• In the event the Arrangement is not approved or is terminated, shareholders approved the voluntary liquidation and dissolution of the Company (99.77% in favor) and the appointment of PricewaterhouseCoopers LLP as liquidator (99.79% in favor).
• The Arrangement is subject to approval by the Supreme Court of British Columbia.
• The Court hearing for the final order to approve the Arrangement is expected on October 7, 2025, with completion anticipated on or about October 9, 2025.

Sentiment

Score: 8

Explanation: The overwhelming approval of the acquisition and related resolutions by securityholders indicates strong positive sentiment towards the transaction and the company's strategic direction. The clear path forward, whether through acquisition or contingent liquidation, provides certainty.

Positives

• Overwhelming securityholder approval (99.85% of votes cast) for the acquisition by XenoTherapeutics Inc., indicating strong support for the transaction.
• High approval (99.51%) for executive compensation related to the arrangement, suggesting alignment between management and shareholders on the transaction's terms.
• Clear contingency plan approved for voluntary liquidation and dissolution, providing certainty to investors in case the acquisition fails.

Negatives

• The company, previously focused on developing novel prostate cancer therapies, will cease independent operations as a publicly traded entity upon acquisition.
• The approval of the voluntary liquidation and dissolution resolution (99.77% for) indicates a potential end to the company's existence if the acquisition does not proceed.

Risks

• Completion of the transaction on anticipated terms and timing, including obtaining required securityholder, regulatory, and court approvals, and the satisfaction of other conditions.
• Potential litigation relating to the transaction that could be instituted by or against ESSA, Xeno, XOMA Royalty, or their respective directors or officers.
• Potential exposure or liability relating to a due bill communication matter that occurred on August 25, 2025.
• Disruptions from the transaction harming the company's business, including current plans and operations.
• Ability to retain and hire key personnel.
• Potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction.
• Continued availability of capital and financing and rating agency actions.
• Legislative, regulatory, and economic developments affecting the company's business.
• Accuracy of the company's financial projections.
• General business, market, and economic conditions.
• Certain restrictions during the pendency of the transaction that may impact the company's ability to pursue business opportunities or strategic transactions.
• Unpredictability and severity of catastrophic events, including acts of terrorism, pandemics, or outbreaks of war or hostilities.
• Significant transaction costs associated with the transaction.
• The possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events.
• Competitive responses to the transaction.
• Risks and uncertainties pertaining to the company's business as set forth in its Annual Report on Form 10-K dated December 17, 2024, and the definitive proxy statement filed August 11, 2025, and supplemental proxy statement dated September 24, 2025.

Future Outlook

The acquisition by XenoTherapeutics Inc. is expected to close on or about October 9, 2025, following the anticipated Supreme Court of British Columbia approval on October 7, 2025.

Management Comments

• ESSA Pharma Inc. is pleased to announce that its Securityholders have approved the acquisition of all of the issued and outstanding common shares of the Company by XenoTherapeutics Inc.

Industry Context

ESSA Pharma, a pharmaceutical company previously focused on developing prostate cancer therapies, is being acquired by XenoTherapeutics Inc., a non-profit biotechnology research foundation focused on xenotransplantation. This transaction signifies a substantial strategic shift for the entity, moving from a for-profit drug development model in oncology to a non-profit research focus in a distinct therapeutic area.

Corporate Governance

Legal Proceedings

• Potential litigation relating to the transaction that could be instituted by or against ESSA, Xeno, XOMA Royalty, or their respective directors or officers.

Related Party Transactions

• Votes required to be excluded by Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, which excludes Common Shares held by related parties receiving a collateral benefit, were accounted for in the voting results.

Stakeholder Impact

• Shareholders will exchange their shares as part of the acquisition or receive proceeds from liquidation if the acquisition fails. The overwhelming approval suggests they view the transaction favorably.
• Employees may experience significant changes in roles, responsibilities, or employment status due to the change in ownership and strategic focus from prostate cancer drug development to xenotransplantation.
• Customers and partners of ESSA's previous prostate cancer therapy focus will be impacted by the company's change in ownership and strategic direction.
• Management's compensation related to the arrangement was approved, indicating a structured exit or transition for current executives.

Next Steps

• Supreme Court of British Columbia hearing for final order to approve the Arrangement on October 7, 2025.
• Completion of the Arrangement expected on or about October 9, 2025.

Key Dates

Recommendation

The overwhelming approval of the acquisition by securityholders and the expected completion date provide a high degree of certainty regarding the transaction. Investors currently holding shares should hold until the transaction completes to realize the acquisition terms. New investors should exercise caution as the share price may already reflect the acquisition premium, and the company's independent operations are ceasing.

Keywords

ESSA Pharma, XenoTherapeutics, Acquisition, Merger, Plan of Arrangement, Shareholder Vote, Biotechnology, Prostate Cancer, Xenotransplantation, SEC Filing, 8-K