ESSA Pharma Inc.: M&A transaction — ESSA Pharma acquired by XenoTherapeutics for $0.1242/share plus CVR; shares to be delisted

ESSA Pharma Inc.

Shareholders received US$0.1242 per common share plus one CVR per share worth up to US$0.14.
Aggregate potential CVR payment of US$6.7 million dependent on contingent liabilities.
Final court order from Supreme Court of British Columbia obtained on October 7, 2025.
All directors resigned; Jon Adkins (Xeno Acquisition Corp.) becomes sole director.
ESSA requested Nasdaq delisting effective October 10, 2025; Form 15 to terminate registration.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ESSA Pharma Inc. underwent a change of control involving XenoTherapeutics, Inc. for US$0.1242 per Share, plus one contingent value right per Share representing up to US$0.14 per CVR (closed 2025-10-09).

Action: change of control
Counterparty: XenoTherapeutics, Inc.
Consideration: US$0.1242 per Share, plus one contingent value right per Share representing up to US$0.14 per CVR
Closing: 2025-10-09

Exact text from the filing

y and among the Company, XenoTherapeutics, Inc., a Massachusetts non-profit corporation (“Xeno”), Xeno Acquisition Corp.,

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Source: SEC EDGAR

accession 0001104659-25-098078

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