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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————
FORM 8-K
—————————
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February
11, 2025
—————————
ESSA Pharma Inc.
(Exact name of registrant as specified in its charter)
—————————
|
British Columbia, Canada
(State or other jurisdiction of incorporation) |
001-37410
(Commission File Number) |
98-1250703
(IRS Employer Identification No.) |
| |
|
|
|
Suite 720, 999 West Broadway, Vancouver, British
Columbia, Canada
(Address of principal executive offices) |
V5Z 1K5
(Zip Code) |
Registrant’s telephone number, including area
code: (778) 331-0962
—————————
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of
each class |
Trading
Symbol(s) |
Name of
each exchange on which registered |
| Common Shares, no par value |
EPIX |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The following information is filed pursuant to Item
2.02, “Results of Operations and Financial Condition.”
On February 11, 2025, ESSA Pharma Inc. (the “Company”)
issued a press release announcing its financial results for the fiscal quarter ended December 31, 2024. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K.
The information provided under this Item (including
Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
| |
|
| |
(d) Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
ESSA PHARMA INC. |
| |
|
(Registrant) |
| |
|
|
| Date: February 11, 2025 |
|
|
| |
By: |
/s/ David Wood |
| |
|
Name: David Wood |
| |
|
Title: Chief Financial Officer |
Exhibit 99.1
ESSA Pharma Reports Financial Results for Fiscal
First Quarter Ended December 31, 2024
Company continues to explore and review strategic
options focused on maximizing shareholder value
SOUTH SAN FRANCISCO, California and VANCOUVER, Canada, Feb. 11,
2025 - ESSA Pharma Inc. (“ESSA,” or the “Company”) (NASDAQ: EPIX), a pharmaceutical company that, prior to
the discontinuation of its clinical trials and development programs, has been focused on developing novel therapies for the treatment
of prostate cancer, today reported financial results for the fiscal first quarter ended December 31, 2024.
“Following our decision to terminate the clinical development
of masofaniten, we have been evaluating and reviewing strategic options with a focus on maximizing shareholder value,” said David
Parkinson, MD, President and CEO of ESSA. “We look forward to providing updates in the near future.”
First Quarter 2025 and Recent Updates
| • | Following the decision to terminate all clinical trials evaluating masofaniten
and to withdraw the related IND and CTAs, ESSA is conducting a comprehensive process to explore and review a range of strategic options
focused on maximizing shareholder value. These options may include, but are not limited to, a merger, amalgamation, take-over, business
combination, asset sale or acquisition, shareholder distribution, wind-up, liquidation and dissolution, or other strategic direction.
The process is expected to involve headcount and other cost reductions. |
Summary of Financial Results
(Amounts expressed in U.S. dollars)
| • | Net Loss. ESSA recorded a net loss of $8.5 million for the first quarter
ended December 31, 2024, compared to $6.0 million for the first quarter ended December 31, 2023. Investment and other income was $1.1
million for the first quarter ended December 31, 2024, compared to $1.6 million for the first quarter ended December 31, 2023. |
| • | Research and Development (“R&D”) expenditures. R&D
expenditures for the first quarter ended December 31, 2024 were $5.5 million compared to $5.4 million for the first quarter ended December
31, 2023, and include non-cash costs related to share-based payments of $729,780 for the first quarter ended 2024 compared to $526,241
for the first quarter ended 2023. The increase in the first quarter was primarily attributed to the initiation and wind-down of clinical
site closures. |
| • | General and Administration (“G&A”) expenditures. G&A
expenditures for the first quarter ended December 31, 2024 were $4.2 million compared to $2.2 million for the first quarter ended December
31, 2023 and include non-cash costs related to share-based payments of $1,972,151 for the first quarter ended 2024 compared to $277,177
for the first quarter ended 2023. |
Liquidity and Outstanding Share Capital
| • | As of December 31, 2024, the Company had available cash reserves and short-term
investments of $120.6 million and net working capital of $118.8 million. The company has no long-term debt facilities. |
| • | As of December 31, 2024, the Company had 44,388,550 common shares issued and
outstanding, and there were 2,920,000 common shares issuable upon the exercise of prefunded warrants at an exercise price of $0.0001.
|
About ESSA Pharma Inc.
ESSA is a pharmaceutical company that was previously focused on developing
novel and proprietary therapies for the treatment of patients with prostate cancer. For more information, please visit www.essapharma.com.
Forward-Looking Statement Disclaimer
This release contains certain information which, as presented, constitutes
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking
statements include, but are not limited to, statements that relate to future events and often addresses expected future business and financial
performance, containing words such as "anticipate", "believe", "plan", "estimate", "expect",
and "intend", statements that an action or event "may", "might", "could", "should",
or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements regarding the termination
of the Company's clinical studies of masofaniten, the Company's evaluation of its strategic alternatives and future announcements in connection
therewith, the Company’s expected headcount and cost reductions and other statements surrounding the Company's evaluation of masofaniten.
Forward-looking statements are subject to various known and unknown
risks and uncertainties, many of which are beyond the ability of ESSA to control or predict, and which may cause ESSA's actual results,
performance or achievements to be materially different from those expressed or implied thereby. Such statements reflect ESSA's current
views with respect to future events, are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions
that, while considered reasonable by ESSA as of the date of such statements, are inherently subject to significant medical, scientific,
business, economic, competitive, political and social uncertainties and contingencies. In making forward looking statements, ESSA may
make various material assumptions, including but not limited to (i) the accuracy of ESSA's financial projections; (ii) obtaining necessary
regulatory approvals; (iii) ESSA’s ability to efficiently wind down its clinical trial activities (iv) that one or more strategic
options may be available to ESSA at reasonably acceptable terms; and (v) general business, market and economic conditions.
Forward-looking statements are developed based on assumptions about
such risks, uncertainties and other factors set out herein and in ESSA's Annual Report on Form 10-K dated December 17, 2024, under the
heading "Risk Factors", a copy of which is available on ESSA's profile on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca,
and as otherwise disclosed from time to time on ESSA's EDGAR and SEDAR+ profiles. Forward-looking statements are made based on management's
beliefs, estimates and opinions on the date that statements are made and ESSA undertakes no obligation to update forward-looking statements
if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable United States and
Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
Contacts
ESSA Pharma Inc.
David Wood, Chief Financial Officer
778.331.0962
dwood@essapharma.com
Investors and Media
Argot Partners
212.600.1902
essa@argotpartners.com
ESSA PHARMA INC.
CONSOLIDATED BALANCE SHEETS
Unaudited
Amounts in thousands of United States dollars
| |
December 31, 2024 |
September 30, 2024 |
| |
|
|
| Cash |
$ 93,311 |
$ 103,710 |
| Prepaids and other assets |
29,323 |
24,402 |
| |
|
|
| Total assets |
$ 122,634 |
$ 128,112 |
| |
|
|
| Current liabilities |
3,687 |
3,301 |
| Long-term debt |
180 |
205 |
| Shareholders' deficiency |
118,767 |
124,606 |
| |
|
|
| Total liabilities and shareholders' equity |
$ 122,634 |
$ 128,112 |
ESSA PHARMA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS
Unaudited
Amounts in thousands of United States dollars, except
share and per share data
| |
Three months ended December 31, 2024 |
Three months ended December 31, 2023 |
| |
|
|
| OPERATING EXPENSES |
|
|
| Research and development |
$ 5,474 |
$ 5,377 |
| General and administration |
4,211 |
2,218 |
| |
|
|
| Total operating expenses |
(9,685) |
(7,595) |
| |
|
|
| Interest and other items |
1,153 |
1,630 |
| |
|
|
| Net loss for the period |
$ (8,532) |
$ (5,965) |
| |
|
|
| OTHER COMPREHENSIVE LOSS |
|
|
| |
|
|
| Unrealized gain (loss) on short-term investments |
(9) |
20 |
| |
|
|
| Loss and comprehensive loss for the period |
$ (8,541) |
$ (5,945) |
| |
|
|
| Basic and diluted loss per common share |
$ (0.19) |
$ (0.14) |
| |
|
|
|
Weighted average number of
common shares outstanding |
44,388,550 |
44,129,491 |
| |
|
|
|
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