ESSA securityholders approve acquisition by XenoTherapeutics

SOUTH SAN FRANCISCO/VANCOUVER - ESSA Pharma Inc. (NASDAQ:EPIX), currently valued at $9.46 million and trading at $0.20 per share after a 72% decline over the past year, announced Monday that its securityholders have overwhelmingly approved the company’s acquisition by XenoTherapeutics Inc., a non-profit biotechnology company, through a statutory plan of arrangement. InvestingPro analysis shows the company maintains a Fair financial health rating despite recent market challenges.

The transaction received 99.83% approval from shareholders present or represented by proxy at the special meeting. When including holders of options and pre-funded warrants voting together as a single class, the approval rate was 99.85%.

Shareholders also approved on an advisory basis the compensation to be paid to ESSA’s named executive officers related to the arrangement, with 99.51% voting in favor. Additionally, in the event the arrangement is terminated, shareholders approved the voluntary liquidation and dissolution of the company and the appointment of a liquidator.

The acquisition still requires approval from the Supreme Court of British Columbia, with the hearing scheduled for October 7, 2025. If approved, the transaction is expected to close on or about October 9, 2025.

ESSA Pharma was previously focused on developing therapies for prostate cancer, while Massachusetts-based XenoTherapeutics is a 501(c)(3) research foundation working on xenotransplantation through scientific research and clinical development. According to InvestingPro data, ESSA maintains a strong balance sheet with more cash than debt and a current ratio of 69.07, indicating solid short-term financial stability.

The transaction comes after shareholders also approved contingency plans, including the company’s potential voluntary liquidation and dissolution should the acquisition not proceed. These measures were approved by more than 99% of votes cast.

According to the company’s statement based on its press release, the arrangement remains subject to court approval and other customary closing conditions. InvestingPro subscribers can access 8 additional key insights about ESSA Pharma’s financial position and market performance, helping investors make more informed decisions during this transition period.

In other recent news, ESSA Pharma Inc. has made significant updates regarding its merger with XenoTherapeutics Inc. The company announced revised terms for the merger, reducing the expected cash payout to shareholders at closing to approximately $0.12 per share from the previous estimate of $1.91 per share. Additionally, shareholders will receive one non-transferable contingent value right per share, which could provide up to $0.14 per CVR depending on certain conditions. ESSA Pharma also plans to distribute $80 million to shareholders as part of its winding-up process, with payments scheduled for August 22 to those recorded by August 19. The company has received court approval to hold a special meeting on October 3, 2025, to discuss the acquisition. Previously, ESSA sought court approval to expedite cash distributions before the merger’s completion, estimating a total payout of $1.91 per share, excluding contingent value rights. These developments have been closely watched by investors and analysts alike.

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