Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 5, 2025

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ESSA Pharma Inc.

(Exact name of registrant as specified in its charter)

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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

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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 5.07

Submission of Matters to a Vote of Security Holders.

The following information is filed pursuant to Item 5.07, “Submission of Matter to a Vote of Security Holders.”

On March 5, 2025, ESSA Pharma Inc. (the “Company”), held its 2025 annual general meeting of shareholders (the “Meeting”). A total of 18,885,794 of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 42.55% of the Company’s 44,388,550 common shares that were outstanding and entitled to vote at the Meeting as of the record date of January 8, 2025. Set forth below are the matters acted upon by the Company’s shareholders at the Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s definitive proxy statement dated January 15, 2025, filed with the Securities and Exchange Commission on January 22, 2025.

Proposal 1: Setting the Number of Directors

For	18,276,662
Against	596,630
Abstain	0
Broker Non-Votes	2

Proposal 2: Election of Directors

Nominee	Votes For	% Votes For	Votes Withheld	% Votes Withheld	Broker Non-Votes
David R. Parkinson	9,131,148	98.83%	108,123	1.17%	9,646,523
Richard M. Glickman	8,823,885	95.50%	415,386	4.50%	9,646,523
Franklin M. Berger	8,807,558	95.33%	431,683	4.67%	9,646,523
Scott Requadt	9,130,637	98.82%	108,634	1.18%	9,646,523
Marella Thorell	9,135,934	98.88%	103,337	1.12%	9,646,523
Alex Martin	9,132,226	98.84%	107,045	1.16%	9,646,523
Sanford Zweifach	9,112,900	98.63%	126,371	1.37%	9,646,523

Proposal 3: Appointment and Remuneration of Auditors

For	18,821,777
Withheld	51,517
Broker Non-Votes	0

Proposal 4: Advisory Vote on the Compensation of the Company’s Named Executive Officers

For	6,665,705
Against	2,561,065
Abstain	0
Broker Non-Votes	9,646,524

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: March 6, 2025
	By:		/s/ David Wood
		Name:	David Wood
		Title:	Chief Financial Officer

Cover	Mar. 05, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 2025
Entity File Number	001-37410
Entity Registrant Name	ESSA Pharma Inc.
Entity Central Index Key	0001633932
Entity Tax Identification Number	98-1250703
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	Suite 720
Entity Address, Address Line Two	999 West Broadway
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Z 1K5
City Area Code	778
Local Phone Number	331-0962
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	EPIX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false